Bond ATEP Texas Inc 4.15% ( US00108WAJ99 ) in USD

ATEP Texas Inc

100 % ▲

United States

US00108WAJ99 ( in USD )

4.15% per year ( payment 2 times a year)

30/04/2049

Prospectus brochure of the bond AEP Texas Inc US00108WAJ99 en USD 4.15%, maturity 30/04/2049

2 000 USD

300 000 000 USD

00108WAJ9

A- ( Upper medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

01/11/2025 ( Today )

AEP Texas Inc. is an electric utility company operating in Texas, providing electricity to approximately 1.5 million customers across the state.

The Bond issued by ATEP Texas Inc ( United States ) , in USD, with the ISIN code US00108WAJ99, pays a coupon of 4.15% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/04/2049

The Bond issued by ATEP Texas Inc ( United States ) , in USD, with the ISIN code US00108WAJ99, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by ATEP Texas Inc ( United States ) , in USD, with the ISIN code US00108WAJ99, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Document
424B2 1 aeptexas04-2019424b2.htm AEP TEXAS PROSPECTUS SUPPLEMENT
Filed pursuant to Rule 424(b)(2)
Registration No. 333-230613
Prospectus Supplement
(To Prospectus dated April 12, 2019)
$300,000,000
AEP Texas Inc.
4.15% Senior Notes, Series G, due 2049
Interest on the Senior Notes is payable semi-annually on May 1 and November 1 of each year, beginning on
November 1, 2019. The Senior Notes will mature on May 1, 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-3 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)

99.864 %

$
299,592,000
Underwriting discount

0.875 %

$
2,625,000
Proceeds, before expenses, to AEP Texas Inc.(1)

98.989 %

$
296,967,000
_______

(1)Plus accrued interest, if any, from May 1, 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 May 1, 2019.
Joint Book-Running Managers
Citigroup
Scotiabank
TD Securities
Co-Manager
Huntington Capital Markets
The date of this prospectus supplement is April 29, 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-7
UNDERWRITING
S-11
LEGAL OPINIONS
S-17
EXPERTS
S-17

Prospectus

THE COMPANY
2
PROSPECTUS SUPPLEMENTS
2
RISK FACTORS
2
WHERE YOU CAN FIND MORE INFORMATION
2
USE OF PROCEEDS
3
DESCRIPTION OF THE NOTES
3
PLAN OF DISTRIBUTION
9
LEGAL OPINIONS
10
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 is 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.
S-2
RISK FACTORS
Investing in the Senior Notes involves risk. Please see the risk factors in our Annual Report on Form 10-K for
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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. Additional risks and uncertainties
not presently known to us or that we currently deem immaterial may also impair our operations, our financial results
and the value of the Senior Notes.
USE OF PROCEEDS
The net proceeds from the sale of the Senior Notes will be used for the repayment of advances from affiliates
and for other general corporate purposes relating to our utility business. At April 25, 2019, we had $317 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 September 1, 2017,
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 $300,000,000. 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
May 1, 2049 and will bear interest at the rate of 4.15% per year from May 1, 2019 until May 1, 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 May 1 and November 1 (the
"Interest Payment Date") and at redemption, if any, or maturity. The initial Interest Payment Date is November 1,
2019. Each payment of interest shall include interest accrued from May 1, 2019, or the immediately preceding Interest
Payment Date, through the day before such 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.
S-3
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
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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, except that if such
Business Day is in the next succeeding calendar month, we will make payment on the immediately preceding Business
Day.
The "Regular Record Date" will be the April 15 or October 15 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 November 1, 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 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.
S-4
"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
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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 semiannual equivalent
yield to maturity of the Comparable Treasury Issue, calculated 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.
Limitations on Liens
So long as any of our Senior Notes issued pursuant to this prospectus supplement are outstanding, we will not
create or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively
"Liens") on any of our utility properties or tangible assets now owned or hereafter acquired to secure any indebtedness
for borrowed money ("Secured Debt"), without providing that such Senior Notes will be similarly secured. This
restriction does not apply to our subsidiaries, nor will it prevent any of them from creating or permitting to exist Liens
on their property or assets to secure any Secured Debt. In addition, this restriction does not prevent the creation or
existence of:
·
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;
·
Financing of our accounts receivable for electric service;
·
Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in
whole or in part, of liens permitted by the foregoing clauses; and
·
The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted
by the above clauses.
S-5
In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an
amount that does not exceed 15% of Net Tangible Assets (as defined below).
"Net Tangible Assets" means the total of all assets (including revaluations thereof as a result of commercial
appraisals, price level restatement or otherwise) appearing on our balance sheet, 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 our current
liabilities appearing on such balance sheet. For purposes of this definition, our balance sheet does not include assets
and liabilities of our subsidiaries.
This restriction also will not apply to or prevent the creation or existence of leases made, or existing on
property acquired, in the ordinary course of business.
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
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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.
S-6
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.
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
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(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.
S-7
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.
If you are considering the purchase of Senior Notes, you should consult your own tax advisors
concerning the particular United States federal income and estate tax consequences to you of the purchase,
ownership and disposition of the Senior Notes, as well as the consequences to you arising under other United
States federal tax laws and the laws of any other taxing jurisdiction.
United States Federal Withholding Tax
Subject to the discussions of backup withholding and FATCA below, United States federal withholding tax will
not apply to any payment of interest on the Senior Notes under the "portfolio interest rule," provided that:
·
interest paid on the Senior Notes is not effectively connected with your conduct of a trade or
business in the United States;
·
you do not actually (or constructively) own 10% or more of the total combined voting power of all
classes of our voting stock within the meaning of the Code and applicable United States Treasury
regulations;
·
you are not a controlled foreign corporation that is related to us through stock ownership;
·
you are not a bank whose receipt of interest on the Senior Notes is described in section 881(c)(3)(A)
of the Code; and
·
either (a) you provide your name and address on an Internal Revenue Service ("IRS") Form W-
8BEN or IRS Form W-8BEN-E (or other applicable form), and certify, under penalties of perjury,
that you are not a United States person as defined under the Code or (b) you hold your Senior Notes
through certain foreign intermediaries and satisfy the certification requirements of applicable United
States Treasury regulations. Special certification rules apply to non-U.S. holders that are pass-
through entities rather than corporations or individuals.
If you cannot satisfy the requirements described above, payments of interest made to you will be subject to a
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30% United States federal withholding tax, unless you provide the applicable withholding agent with a properly
executed:
·
IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable form) claiming an exemption
from or reduction in withholding under the benefit of an applicable income tax treaty; or
·
IRS Form W-8ECI (or other applicable form) stating that interest paid on the Senior Notes is not
subject to withholding tax because it is effectively connected with your conduct of a trade or
business in the United States (as discussed below under "-United States Federal Income Tax").
The 30% United States federal withholding tax generally will not apply to any payment of principal or gain that
you realize on the sale, exchange, retirement, redemption or other taxable disposition of a Senior Note.
S-8
United States Federal Income Tax
If you are engaged in a trade or business in the United States and interest on the Senior Notes is effectively
connected with the conduct of that trade or business (and, if required by an applicable income tax treaty, is attributable
to a United States permanent establishment), then you will be subject to United States federal income tax on that
interest on a net income basis in the same manner as if you were a United States person as defined under the Code. In
addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable
branch profits tax rate under an income tax treaty) of your effectively connected earnings and profits, subject to
adjustments. Any effectively connected interest will be exempt from the 30% United States federal withholding tax,
provided the certification requirements discussed above in "-United States Federal Withholding Tax" are satisfied.
Subject to the discussion of backup withholding below, any gain realized on the sale, exchange, retirement,
redemption or other taxable disposition of a Senior Note generally will not be subject to United States federal income
tax unless:
·
the gain is effectively connected with your conduct of a trade or business in the United States (and,
if required by an applicable income tax treaty, is attributable to a United States permanent
establishment), in which case such gain will generally be subject to United States federal income tax
(and possibly branch profits tax) in the same manner as effectively connected interest as described
above; or
·
you are an individual who is present in the United States for 183 days or more in the taxable year of
that disposition and certain other conditions are met, in which case, unless an applicable income tax
treaty provides otherwise, you will generally be subject to a 30% United States federal income tax
on any gain recognized, which may be offset by certain United States source losses.
United States Federal Estate Tax
If you are an individual and are not a United States citizen and are not a resident of the United States (as
specifically defined for United States federal estate tax purposes), your estate will not be subject to United States
federal estate tax on Senior Notes beneficially owned by you at the time of your death, provided that any payment to
you of interest on the Senior Notes, if received at such time, would be eligible for exemption from the 30% United
States federal withholding tax under the "portfolio interest rule" described above under "-United States Federal
Withholding Tax," without regard to the statement requirement described in the fifth bullet point of that section.
Information Reporting and Backup Withholding
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Interest paid to you and the amount of tax, if any, withheld with respect to those payments generally will be
reported to the IRS. Copies of the information returns reporting such interest payments and any withholding may also
be made available to the tax authorities in the country in which you reside under the provisions of an applicable
income tax treaty.
In general, you will not be subject to backup withholding with respect to payments on the Senior Notes that we
make to you provided that the applicable withholding agent does not have actual knowledge or reason to know that you
are a United States person as defined under the
S-9
Code, and such withholding agent has received from you the statement described above in the fifth bullet point under
"-United States Federal Withholding Tax."
Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a
sale or other taxable disposition of Senior Notes made within the United States or conducted through certain United
States-related financial intermediaries, unless you certify under penalties of perjury that you are a non-U.S. holder (and
the payor does not have actual knowledge or reason to know that you are a United States person as defined under the
Code), or you otherwise establish an exemption.
Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will
be allowed as a refund or a credit against your United States federal income tax liability provided the required
information is timely furnished to the IRS.
Additional Withholding Requirements
Under sections 1471 through 1474 of the Code (such sections commonly referred to as "FATCA"), a 30%
United States federal withholding tax generally will apply to any interest on a Senior Note paid to (i) a "foreign
financial institution" (as specifically defined in the Code) which does not provide sufficient documentation, typically
on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) its compliance (or deemed
compliance) with FATCA (which may alternatively be in the form of compliance with an intergovernmental
agreement with the United States) in a manner which avoids withholding, or (ii) a "non-financial foreign entity" (as
specifically defined in the Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E,
evidencing either (x) an exemption from FATCA, or (y) adequate information regarding certain substantial United
States beneficial owners of such entity (if any). If an interest payment is both subject to withholding under FATCA
and subject to the withholding tax discussed above under "- United States Federal Withholding Tax," the withholding
under FATCA may be credited against, and therefore reduce, such other withholding tax. You should consult your
own tax advisors regarding these rules and whether they may be relevant to your ownership and disposition of the
Senior Notes.
S-10
UNDERWRITING
Citigroup Global Markets Inc., Scotia Capital (USA) Inc. and TD Securities (USA) LLC are acting as
representatives of the underwriters named below with respect to the Senior Notes. Subject to the terms and conditions
of the underwriting agreement, we have agreed to sell to each of the underwriters named below and each of the
underwriters has severally and not jointly agreed to purchase from us the respective principal amount of Senior Notes
set forth opposite its name below:
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Principal Amount
Underwriter
of Senior Notes
Citigroup Global Markets Inc.
$
90,000,000
Scotia Capital (USA) Inc.
90,000,000
TD Securities (USA) LLC
90,000,000
The Huntington Investment Company
30,000,000
Total
$
300,000,000
In the underwriting agreement, the underwriters have agreed, subject to the terms and conditions set forth
therein, to purchase all of the Senior Notes offered hereby if any of the Senior Notes are purchased.
The expenses associated with the offer and sale of the Senior Notes, excluding underwriting discount, are
expected to be approximately $590,000 and will be payable by us.
The underwriters propose to offer the Senior Notes to the public initially at the public offering price set forth on
the cover page of this prospectus supplement and may offer the Senior Notes to certain dealers initially at that price
less a concession not in excess of 0.525% per Senior Note. The underwriters may allow, and those dealers may
reallow, a discount not in excess of 0.350% per Senior Note to certain other dealers. After the initial public offering,
the public offering price, concession and discount may be changed.
Prior to this offering, there has been no public market for the Senior Notes. The Senior Notes will not be listed
on any securities exchange or automated quotation system. Certain underwriters have advised us that they intend to
make a market in the Senior Notes. The underwriters will have no obligation to make a market in the Senior Notes,
however, and may cease market making activities, if commenced, at any time. There can be no assurance of a
secondary market for the Senior Notes, or that the Senior Notes may be resold.
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or contribute to payments that each underwriter may be required to make in
respect thereof.
In connection with the offering, the underwriters may purchase and sell the Senior Notes in the open market.
These transactions may include over-allotment and stabilizing transactions and purchases to cover syndicate short
positions created in connection with the offering. Stabilizing transactions consist of certain bids or purchases for the
purposes of preventing or retarding a decline in the market price of the Senior Notes and syndicate short positions
involve the sale by the underwriters of a greater number of Senior Notes than they are required to purchase from us in
the offering. The underwriters also may impose a penalty bid, whereby selling concessions allowed to syndicate
members or other broker dealers in respect of the securities sold in the offering for their
S-11
account may be reclaimed by the syndicate if such Senior Notes are repurchased by the syndicate in stabilizing or
covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the Senior Notes,
which may be higher than the price that might otherwise prevail in the open market, and these activities, if
commenced, may be discontinued at any time. These transactions may be effected in the over-the-counter market or
otherwise.
The underwriters and their respective affiliates are full service financial institutions engaged in various
activities, which may include sales and trading, commercial and investment banking, advisory, investment
management, investment research, principal investment, hedging, market making, brokerage and other financial and
non-financial activities and services. In the ordinary course of their various business activities, the underwriters and
https://www.sec.gov/Archives/edgar/data/1721781/000172178119000016/aeptexas04-2019424b2.htm[5/1/2019 10:22:57 AM]

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