ATLANTA, May 21, 2018 /PRNewswire/ -- Georgia Power
Company today announced the early tender results and an increase in
the size of its previously announced cash tender offers (each, an
"Offer" and, collectively, the "Offers") to purchase a portion of
its outstanding Series 2007A 5.65% Senior Notes due 2037 (the
"Series 2007A Notes"), its Series 2009A 5.95% Senior Notes due 2039
(the "Series 2009A Notes"), its Series 2010B 5.40% Senior Notes due 2040 (the "Series
2010B Notes"), its Series 2010C 4.75%
Senior Notes due 2040 (the "Series 2010C Notes") and its Series N
5.750% Senior Notes due 2023 (the "Series N Notes" and, together
with the Series 2007A Notes, the Series 2009A Notes, the Series
2010B Notes and the Series 2010C
Notes, the "Notes"). The "Aggregate Maximum Purchase Price"
of the Offers has been increased to the amount (excluding accrued
and unpaid interest and excluding fees and expenses) sufficient to
allow the purchase of $749,913,000 in
aggregate principal amount of Notes tendered, representing all of
the Notes tendered in Acceptance Priority Levels 1, 2 and 3 on or
before the Early Tender Deadline (as defined below). Except
as described in this press release, the terms and conditions of the
Offers set forth in Georgia
Power's Offer to Purchase, dated May 7,
2018 (the "Offer to Purchase") remain unchanged.
According to information received from Global Bondholder
Services Corporation, the Tender Agent and Information Agent for
the Offers, as of 5:00 p.m.,
New York City time, on
May 18, 2018 (the "Early Tender
Deadline"), Georgia Power had received valid tenders from holders
of Notes that were not validly withdrawn as set forth in the table
below under the heading "Principal Amount Tendered."
Notes
|
CUSIP
Number
|
Principal
Amount
Outstanding
Prior to Offers
|
Principal
Amount
Tendered(1)
|
Principal
Amount to be
Accepted(2)
|
Acceptance
Priority
Level
|
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
(bps)
|
Series 2007A
5.65% Senior
Notes due 2037
|
373334GC9
|
$250,000,000
|
$88,618,000
|
$88,618,000
|
1
|
2.75% due
November 15,
2047
|
PX1
|
+100
|
Series 2009A
5.95% Senior
Notes due 2039
|
373334JN2
|
$500,000,000
|
$326,193,000
|
$326,193,000
|
2
|
2.75% due
November 15,
2047
|
PX1
|
+100
|
Series 2010B
5.40% Senior
Notes due 2040
|
373334JR3
|
$600,000,000
|
$335,102,000
|
$335,102,000
|
3
|
2.75% due
November 15,
2047
|
PX1
|
+100
|
Series 2010C
4.75% Senior
Notes due 2040
|
373334JS1
|
$500,000,000
|
$320,791,000
|
-
|
4
|
2.75% due
November 15,
2047
|
PX1
|
+100
|
Series N
5.750% Senior
Notes due 2023
|
373334FS5
|
$100,000,000
|
$18,818,000
|
-
|
5
|
2.75% due
April 30, 2023
|
PX1
|
+65
|
_____________________
|
|
(1) As of the Early
Tender Deadline.
|
|
(2) Subject to the terms
and conditions of the Offers and application of the Aggregate
Maximum Purchase Price and Acceptance Priority Levels.
|
Subject to the terms and conditions of the Offers, the
consideration to be paid in the Offers for each series of Notes
(such consideration, the "Total Consideration") validly tendered on
or before the Early Tender Deadline and accepted for purchase by
Georgia Power will be determined in the manner described in the
Offer to Purchase by reference to the applicable fixed spread for
such series of Notes set forth in the column entitled "Fixed
Spread" in the table above, over the applicable yield based on the
bid side price of the U.S. Treasury Security set forth for such
series of Notes in the column entitled "Reference Security" in the
table above, as calculated by the Dealer Managers (as defined
below) at 11:00 a.m., New York City time, on May 21, 2018. The Total Consideration
includes an early tender premium of $50 per $1,000 in
aggregate principal amount of Notes accepted for purchase in the
Offers (the "Early Tender Premium"). The aggregate purchase
price for the Notes accepted for purchase will include accrued and
unpaid interest, if any, from the last interest payment date for
the applicable series of Notes up to, but not including, the Early
Settlement Date (as defined below).
The settlement date for the Notes validly tendered on or before
the Early Tender Deadline and accepted for purchase (the "Early
Settlement Date") is expected to be May 22,
2018, the second business day after the Early Tender
Deadline.
The deadline for Holders to validly withdraw tenders of Notes
has passed. Accordingly, Notes that were already tendered at or
before the Early Tender Deadline may not be withdrawn or revoked,
except as required by applicable law.
Each Offer will expire at 11:59
p.m., New York City time,
on June 4, 2018, unless extended or
earlier terminated (the "Expiration Date").
As provided in the Offer to Purchase, Notes validly tendered
after the Early Tender Deadline and accepted for purchase will be
entitled to the "Tender Offer Consideration" which is equal to the
Total Consideration minus the Early Tender Premium. However,
unless Georgia Power further increases the Aggregate Maximum
Purchase Price prior the Expiration Date, no Notes tendered after
the Early Tender Deadline will be accepted for purchase in the
Offers.
Notes not accepted for purchase will be promptly credited to the
account of the registered holder of such Notes with The Depository
Trust Company and otherwise returned in accordance with the Offer
to Purchase.
Georgia Power's obligation to accept for purchase, and to pay
for, Notes that are validly tendered and not validly withdrawn
pursuant to each Offer is conditioned on the satisfaction or waiver
by Georgia Power of a number of conditions as described in the
Offer to Purchase. Georgia Power may amend, extend or, subject to
certain conditions and applicable law, terminate each Offer at any
time in its sole discretion.
J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and
UBS Securities LLC have acted as Dealer Managers (the "Dealer
Managers") and Global Bondholder Services Corporation has acted as
the Tender Agent and Information Agent for the Offers. Requests for
documents may be directed to Global Bondholder Services Corporation
at (866) 470-4200 (toll free), (212) 430-3774 (banks and brokers)
or contact@gbsc-usa.com. Questions regarding the Offers may be
directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll
free) or (212) 834-3424 (collect); MUFG Securities Americas Inc. at
(877) 744-4532 (toll free) or (212) 405-7481 (collect); or UBS
Securities LLC at (888) 719-4210 (toll free) or (203) 719-4210.
This announcement is for informational purposes only and is not
an offer to purchase or sell or a solicitation of an offer to
purchase or sell, with respect to any securities. The Offers to
purchase the Notes are only being made pursuant to the terms of the
Offer to Purchase. The Offers are not being made in any state or
jurisdiction in which such Offers would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. None of Georgia Power, the Dealer Managers
or the Tender Agent and Information Agent is making any
recommendation as to whether or not Holders should tender their
Notes in connection with the Offers.
Cautionary Statements and Risk Factors That May Affect Future
Results
Certain information contained in this release is forward-looking
information based on current expectations and plans that involve
risks and uncertainties. Forward-looking information includes,
among other things, statements concerning the expected completion
of the Offers and the timing thereof. Georgia Power cautions that
there are certain factors that can cause actual results to differ
materially from the forward-looking information that has been
provided. The reader is cautioned not to put undue reliance on this
forward-looking information, which is not a guarantee of future
performance and is subject to a number of uncertainties and other
factors, many of which are outside the control of Georgia Power;
accordingly, there can be no assurance that such suggested results
will be realized. The following factors, in addition to those
discussed in the Offer to Purchase and Georgia Power's Annual
Report on Form 10-K for the year ended December 31, 2017, and subsequent securities
filings, could cause actual results to differ materially from
management expectations as suggested by such forward-looking
information: the risk that the Offers are not completed or are
completed on different terms than expected. Georgia Power expressly
disclaims any obligation to update any forward-looking
information.
About Georgia Power
Georgia Power is the largest electric subsidiary of Southern
Company (NYSE: SO), America's premier energy company. Value,
Reliability, Customer Service and Stewardship are the cornerstones
of the company's promise to 2.5 million customers in all but four
of Georgia's 159 counties.
Committed to delivering clean, safe, reliable and affordable energy
at rates below the national average, Georgia Power maintains a
diverse, innovative generation mix that includes nuclear, coal and
natural gas, as well as renewables such as solar, hydroelectric and
wind. Georgia Power focuses on delivering world-class service to
its customers every day and the company is consistently recognized
by J.D. Power and Associates as an industry leader in customer
satisfaction. For more information, visit www.GeorgiaPower.com and
connect with the company on Facebook (Facebook.com/GeorgiaPower),
Twitter (Twitter.com/GeorgiaPower) and Instagram (Instagram.com/ga_power).
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SOURCE Georgia Power Company