Obligation AEP Transmission Company LLC 3.8% ( US00115AAK51 ) en USD

AEP Transmission Company LLC

100 % ▼

Etats-unis

US00115AAK51 ( en USD )

3.8% par an ( paiement semestriel )

14/06/2049

Prospectus brochure de l'obligation AEP Transmission Company LLC US00115AAK51 en USD 3.8%, échéance 14/06/2049

2 000 USD

350 000 000 USD

00115AAK5

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

15/06/2025 ( Dans 130 jours )

AEP Transmission Company LLC est une filiale d'American Electric Power (AEP) qui possède et exploite plus de 15 000 miles de lignes de transport d'électricité à haute tension dans 11 États du Midwest et du Sud-Est des États-Unis.

L'Obligation émise par AEP Transmission Company LLC ( Etats-unis ) , en USD, avec le code ISIN US00115AAK51, paye un coupon de 3.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2049

L'Obligation émise par AEP Transmission Company LLC ( Etats-unis ) , en USD, avec le code ISIN US00115AAK51, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par AEP Transmission Company LLC ( Etats-unis ) , en USD, avec le code ISIN US00115AAK51, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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https://www.sec.gov/Archives/edgar/data/1702494/00017024941900001...
424B2 1 a06-2019aeptco424b2.htm AEPTCO FINAL PROSPECTUS SUPPLEMENT JUNE 2019 424B2
Filed pursuant to Rule 424(b)(2)
Registration No. 333-225325
Prospectus Supplement
(To Prospectus dated June 11, 2018)
$350,000,000
AEP Transmission Company, LLC
3.80% Senior Notes, Series K, due 2049
__________________________
Interest on the Senior Notes is payable semi-annually on June 15 and December 15 of each year, beginning on December 15, 2019. The
Senior Notes will mature on June 15, 2049. 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-4 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)
99.414%
$ 347,949,000
Underwriting discount
0.875%
$
3,062,500
Proceeds, before expenses, to AEP Transmission Company, LLC
98.539%
$ 344,866,500
_______________
(1)Plus accrued interest, if any, from June 12, 2019.
__________________________
INVESTING IN THESE NOTES INVOLVES RISKS. SEE THE SECTION ENTITLED "RISK
FACTORS" ON PAGE S-3 OF THIS PROSPECTUS SUPPLEMENT FOR MORE INFORMATION.
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, société anonyme, Luxembourg and Euroclear Bank SA/NV, on or about June 12, 2019.
__________________________
Joint Book-Running Managers
BofA Merrill Lynch
PNC Capital Markets LLC
RBC Capital Markets
US Bancorp
The date of this prospectus supplement is June 10, 2019.
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TABLE OF CONTENTS
Prospectus Supplement
Page
RISK FACTORS
S-3
USE OF PROCEEDS
S-3
SUPPLEMENTAL DESCRIPTION OF THE SENIOR NOTES
S-3
CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE
TAX CONSEQUENCES TO NON-U.S. HOLDERS
S-8
UNDERWRITING
S-12
LEGAL OPINIONS
S-18
EXPERTS
S-18
Prospectus
THE COMPANY
2
PROSPECTUS SUPPLEMENTS
2
RISK FACTORS
2
WHERE YOU CAN FIND MORE INFORMATION
2
RATIO OF EARNINGS TO FIXED CHARGES
3
USE OF PROCEEDS
3
DESCRIPTION OF THE NOTES
4
PLAN OF DISTRIBUTION
10
LEGAL OPINIONS
11
EXPERTS
11
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
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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.
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RISK FACTORS
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, 2018 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.
USE OF PROCEEDS
The net proceeds from the sale of the Senior Notes will be used for general corporate purposes
relating to our utility business, including construction costs, and used to repay outstanding advances from
affiliates. We estimate that our construction costs in 2019 will approximate $1.59 billion. At June 5, 2019, we
had approximately $358 million in advances from affiliates outstanding. If we do not use the net proceeds
immediately, we may temporarily invest them in short-term, interest-bearing obligations.
SUPPLEMENTAL DESCRIPTION OF THE SENIOR NOTES
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, 2016, between us and The Bank of New York Mellon Trust Company, N.A., as Trustee (the
"Trustee"), as heretofore supplemented and as to be further supplemented as of the issue date for the Senior
Notes.
Principal Amount, Maturity, Interest and Payment
The Senior Notes will initially be issued in an aggregate principal amount of $350,000,000. 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.
The Senior Notes will mature and become due and payable, together with any accrued and unpaid
interest, on June 15, 2049 and will bear interest at the rate of 3.80% per year from June 12, 2019 until June
15, 2049. 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 June 15 and December
15 (the "Interest Payment Date") and at redemption, if any, or maturity. The initial Interest Payment Date is
December 15, 2019. Each payment of interest shall include interest accrued from June 12, 2019, 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.
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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 June 1 or December 1 prior to the relevant Interest Payment
Date (whether or not a Business Day).
"Business Day" means any day that is not a day on which banking institutions in New York City are
authorized or required by law or regulation to close.
Optional Redemption
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).
At any time prior to December 15, 2048 (six months prior to the maturity date (the "Par Call Date")),
we may redeem the Senior Notes either as a whole or in part at a redemption price equal to the greater of (1)
100% of the principal amount of the Senior Notes being redeemed and (2) the sum of the present values of
the remaining scheduled payments of principal and interest on the Senior Notes being redeemed that would
be due if such Senior Notes matured on the Par Call Date (excluding the portion of any such interest accrued
to but excluding the date of redemption), discounted (for purposes of determining present value) to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined below) plus 20 basis points, plus, in each case, accrued and unpaid interest thereon
to but excluding the date of redemption.
At any time on or after the Par Call Date, we may redeem the Senior Notes in whole or in part at
100% of the principal amount of the Senior Notes being redeemed, plus accrued and unpaid interest thereon
to but excluding the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term ("remaining life") of the Senior
Notes (assuming, for this purpose, that the Senior Notes being redeemed matured on the Par Call Date) that
would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining life of the Senior Notes.
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"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of
such Reference Treasury Dealer Quotations, or (2) if we obtain fewer than four of such Reference Treasury
Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us and
notified by us to the Trustee.
"Reference Treasury Dealer" means a primary U.S. Government securities dealer or dealers selected
by us and notified by us to the Trustee.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and
any redemption date, the average, as determined by us and notified to the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to us and the Trustee by such Reference Treasury Dealer at or before 3:30 p.m., New York City time,
on the third Business Day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated by the Independent Investment
Banker using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.
Covenants
Consolidation, Merger or Sale
The Company may merge or consolidate with any corporation or sell all or substantially all of its assets
as an entirety as long as the successor or purchaser of such assets expressly assumes the payment of principal,
and premium, if any, and interest on the Senior Notes.
Limitation on Consolidated Priority Debt
The Company covenants that so long as any of the Senior Notes are outstanding that it will not permit
Consolidated Priority Debt to exceed 10% of Consolidated Tangible Net Assets for a period in excess of five
consecutive Business Days.
Limitation on Liens
The Company covenants that for so long as any of the Senior Notes are outstanding that it will not
create or suffer to exist or permit any of its subsidiaries to create or suffer to exist any Secured Debt, unless,
at the same time, the Senior Notes that are outstanding are also secured by such Lien on an equal and ratable
basis; provided, however, the foregoing does not limit
(i) Permitted Liens; and
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(ii) Any other Lien not covered in clause (i) as long as immediately after the creation of such Lien
the aggregate principal amount of Secured Debt does not exceed 10% of Consolidated
Tangible Net Assets.
Covenants Definitions
"Consolidated Priority Debt" means all Priority Debt of the Company and its subsidiaries determined
on a consolidated basis eliminating intercompany items.
"Consolidated Tangible Net Assets" means the total of all assets (including revaluations thereof as a
result of commercial appraisals, price level restatement or otherwise) appearing on the most recent quarterly
or annual, as applicable, consolidated balance sheet of the Company and its consolidated subsidiaries, net of
applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized
debt discount and all other like intangible assets (which term shall not be construed to include such
revaluations), less the aggregate of the consolidated current liabilities of the Company and its consolidated
subsidiaries appearing on such balance sheet.
"Debt" means any indebtedness for borrowed money.
"Lien or Liens" means any mortgage, pledge, security interest, or other lien on any utility properties or
tangible assets, including, without limitation, the capital stock or comparable equity interests of its
subsidiaries, now owned or hereafter acquired by the Company or its subsidiaries.
"Permitted Liens" means
·
Liens on property existing at the time of acquisition or construction of such property (or
created within one year after completion of such acquisition or construction), whether by
purchase, merger, construction or otherwise, or to secure the payment of all or any part of the
purchase price or construction cost thereof, including the extension of any Liens to repairs,
renewals, replacements, substitutions, betterments, additions, extensions and improvements
then or thereafter made on the property subject thereto;
·
Any extensions, renewals or replacements (or successive extensions, renewals or
replacements), in whole or in part, of Liens permitted by the foregoing clauses;
·
The pledge of any bonds or other securities at any time issued under any of the Secured Debt
permitted by the above clauses; and
·
The creation or existence of leases (operating or capital) made, or existing on property
acquired, in the ordinary course of business.
"Priority Debt" means, without duplication, any Debt of the Company's subsidiaries; provided that
there shall be excluded from any calculation of Priority Debt, (i) the Debt of any subsidiary owing to the
Company or a subsidiary of the Company, and (ii) the Debt of any entity which becomes a subsidiary after
the issuance of the Notes and any extension, renewal or refunding thereof; provided that such Debt was not
incurred in contemplation of such entity becoming a subsidiary.
"Secured Debt" means any Debt of the Company or any of its subsidiaries secured by a
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Lien (other than a Permitted Lien).
Global Clearance and Settlement Procedures
Secondary market trading between Clearstream Banking, société anonyme, Luxembourg
("Clearstream") participants and/or Euroclear Bank SA/NV, as operator of the Euroclear system
("Euroclear") participants will occur in the ordinary way in accordance with the applicable rules and
operating procedures of Clearstream and Euroclear, as applicable.
Cross-market transfers between persons holding directly or indirectly through DTC on the one hand,
and directly or indirectly through Clearstream participants or Euroclear system participants on the other, will
be effected through DTC in accordance with DTC rules on behalf of the relevant European international
clearing system by its U.S. depositary; however, such cross-market transactions will require delivery of
instructions to the relevant European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines (European time). The relevant
European international clearing system will, if the transaction meets its settlement requirements, deliver
instructions to its U.S. depositary to take action to effect final settlement on its behalf by delivering or
receiving securities in DTC, and making or receiving payment in accordance with normal procedures for
same-day funds settlement applicable to DTC. Clearstream participants and Euroclear system participants
may not deliver instructions directly to their respective U.S. depositaries.
Because of time-zone differences, credits of Senior Notes received in Clearstream or the Euroclear
system as a result of a transaction with a DTC participant will be made during subsequent securities
settlement processing and dated the business day following the DTC settlement date. Such credits or any
transactions in such Senior Notes settled during such processing will be reported to the relevant Euroclear
system participant or Clearstream participant on such business day. Cash received in Clearstream or the
Euroclear system as a result of sales of the Senior Notes by or through a Clearstream participant or a
Euroclear system participant to a DTC participant will be received with value on the DTC settlement date but
will be available in the relevant Clearstream or the Euroclear system cash account only as of the business day
following settlement in DTC.
Additional Information
For additional important information about the Senior Notes, see "Description of the Notes" in the
accompanying prospectus, including: (i) additional information about the terms of the Senior Notes, (ii)
general information about the Indenture and the Trustee, and (iii) a description of events of default under the
Indenture.
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CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAX
CONSEQUENCES TO NON-U.S. HOLDERS
The following is a summary of certain United States federal income and estate tax consequences of
the purchase, ownership and disposition of the Senior Notes as of the date hereof. This summary deals only
with Senior Notes that are held as capital assets by a non-U.S. holder (as defined below) who acquires the
Senior Notes upon original issuance at their initial offering price.
A "non-U.S. holder" means a beneficial owner of the Senior Notes (other than an entity or
arrangement treated as a partnership for United States federal income tax purposes) that is not, for United
States federal income tax purposes, any of the following:
·
an individual citizen or resident of the United States;
·
a corporation (or any other entity treated as a corporation for United States federal income tax
purposes) created or organized in or under the laws of the United States, any state thereof or
the District of Columbia;
·
an estate the income of which is subject to United States federal income taxation regardless of
its source; or
·
a trust if it (1) is subject to the primary supervision of a court within the United States and one
or more United States persons have the authority to control all substantial decisions of the trust
or (2) has a valid election in effect under applicable United States Treasury regulations to be
treated as a United States person.
This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), and regulations, rulings and judicial decisions as of the date hereof. Those authorities may be
changed, perhaps retroactively, so as to result in United States federal income and estate tax consequences
different from those summarized below. This summary does not address all aspects of United States federal
income and estate taxes and does not deal with foreign, state, local or other tax considerations that may be
relevant to non-U.S. holders in light of their personal circumstances. In addition, it does not represent a
detailed description of the United States federal income and estate tax consequences applicable to you if you
are subject to special treatment under the United States federal income tax laws (including if you are a United
States expatriate, "controlled foreign corporation," "passive foreign investment company" or a partnership or
other pass-through entity for United States federal income tax purposes). We cannot assure you that a change
in law will not alter significantly the tax considerations that we describe in this summary.
If a partnership (or other entity or arrangement treated as a partnership for United States federal
income tax purposes) holds the Senior Notes, the tax treatment of a partner will generally depend upon the
status of the partner and the activities of the partnership. If you are a partner of a partnership holding the
Senior Notes, you should consult your tax advisors.
It is anticipated, and this discussion assumes, that the Senior Notes will not be issued with more than
a de minimis amount of original issue discount for United States federal income tax purposes.
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