Business Context and Reporting Period
This Form 8-K, dated January 6, 2012, reports events occurring on December 31, 2011, involving American Electric Power Company, Inc. ("AEP") and its subsidiaries, Columbus Southern Power Company ("CSPCo") and Ohio Power Company ("OPCo"). The filing documents the completion of a merger where CSPCo merged into OPCo, with OPCo surviving as the sole legal entity.
Key Financial Metrics and Debt Assumptions
The filing details the assumption of significant debt obligations by OPCo from CSPCo as part of the merger. No revenue, profit, or cash flow figures are provided in this specific document; financial performance data is incorporated by reference from prior 10-K and 10-Q filings.
Debt Obligations Assumed by OPCo
- Deutsche Bank Trust Notes:
- Floating Rate Senior Notes Series A (due 2012): $150 million
- 5.85% Senior Notes Series F (due 2035): $250 million
- 6.05% Senior Notes Series G (due 2018): $350 million
- Bank of New York Mellon Trust Notes:
- 5.50% Senior Notes Series C (due 2013): $250 million
- 6.60% Senior Notes Series D (due 2033): $250 million
- Ohio Air Quality Development Authority (OAQDA) Bonds:
- 2007A Bonds: $44.5 million
- 2007B Bonds: $56.0 million
- 2009A Bonds: $60.0 million
- 2009B Bonds: $32.245 million
Material Changes
The primary material change is the termination of CSPCo's separate legal existence. All outstanding CSPCo common stock, previously owned by AEP, was cancelled without payment. OPCo remains the surviving entity and has assumed all debt covenants and payment obligations previously held by CSPCo under various indentures and loan agreements.
Guidance, Outlook, and Pro Forma Information
The filing does not contain management guidance or outlook. Unaudited pro forma financial information regarding the merger is not included in this report. Instead, the company states that a Form 8-K/A will be filed within 71 calendar days to provide sufficient information to explain the recast of OPCo's financial statements. This future filing will incorporate retrospectively revised financial statements for the fiscal year ended December 31, 2011, including balance sheets and income statements for 2011, 2010, and 2009.
Investor Verification Checklist
- Verify the upcoming Form 8-K/A filing (due within 71 days) for the required pro forma financial information and recast statements.
- Review the full text of the Agreement and Plan of Merger (Exhibit 2.1) for terms not summarized in this report.
- Confirm the specific covenants and interest rate terms for the assumed debt instruments via the Supplemental Indentures (Exhibits 4.1 and 4.2).
- Check the prior 10-K and 10-Q filings referenced in Item 9.01 for historical financial performance of CSPCo and OPCo.