ATLANTA, May 7, 2018 /PRNewswire/ -- Georgia Power
Company today announced the commencement of tender offers (each, an
"Offer," and collectively, the "Offers") to purchase up to
$750 million in aggregate purchase
price (excluding accrued and unpaid interest and excluding fees and
expenses) (as such amount may be increased, decreased or eliminated
by Georgia Power pursuant to the terms of the Offers, the
"Aggregate Maximum Purchase Price") of its Series 2007A 5.65%
Senior Notes due 2037, its Series 2009A 5.95% Senior Notes due
2039, its Series 2010B 5.40% Senior
Notes due 2040, its Series 2010C 4.75% Senior Notes due 2040 and
its Series N 5.750% Senior Notes due 2023. The terms and conditions
of the Offers are set forth in Georgia Power's Offer to Purchase, dated
May 7, 2018 (the "Offer to
Purchase").
The Offer to Purchase relates to five separate Offers, one for
each series of notes in the table below (each series, a "Series of
Notes," and such notes, collectively, the "Notes"). No Offer is
conditioned on any minimum amount of Notes being tendered or the
consummation of any other Offer.
Notes
|
CUSIP
Number
|
Principal Amount
Outstanding
|
Acceptance
Priority
Level
|
Early
Tender
Premium(1)
|
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
(bps)
|
Series 2007A 5.65%
Senior Notes due 2037
|
373334GC9
|
$250,000,000
|
1
|
$50
|
2.75% due November
15, 2047
|
PX1
|
+100
|
Series 2009A 5.95%
Senior Notes due 2039
|
373334JN2
|
$500,000,000
|
2
|
$50
|
2.75% due November
15, 2047
|
PX1
|
+100
|
Series 2010B 5.40%
Senior Notes due 2040
|
373334JR3
|
$600,000,000
|
3
|
$50
|
2.75% due November
15, 2047
|
PX1
|
+100
|
Series 2010C 4.75%
Senior Notes due 2040
|
373334JS1
|
$500,000,000
|
4
|
$50
|
2.75% due November
15, 2047
|
PX1
|
+100
|
Series N 5.750%
Senior Notes due 2023
|
373334FS5
|
$100,000,000
|
5
|
$50
|
2.75% due April 30,
2023
|
PX1
|
+65
|
(1) Per $1,000 principal amount of
Notes validly tendered and not validly withdrawn and accepted for
purchase in the applicable Offer at or prior to the Early Tender
Deadline; included in the applicable Total Consideration for such
Series of Notes.
Each Offer will expire at 11:59
P.M., New York City time,
on June 4, 2018, unless extended
(such time and date, as the same may be extended with respect to
one or more Series of Notes, the "Expiration Date") or earlier
terminated. Holders (as defined in the Offer to Purchase) of Notes
must validly tender and not validly withdraw their Notes at or
prior to 5:00 p.m., New York City time, on May 18, 2018 (such time and date, as the same may
be extended with respect to one or more Series of Notes, the "Early
Tender Deadline") in order to be eligible to receive the applicable
Total Consideration (as defined below). Holders who validly tender
their Notes after the Early Tender Deadline and at or prior to the
Expiration Date will be eligible to receive only the applicable
Tender Consideration (as defined below). Tendered Notes may be
withdrawn at or prior to 5:00 p.m.,
New York City time, on
May 18, 2018, by following the
procedures described in the Offer to Purchase, but may not
thereafter be validly withdrawn, except as provided for in the
Offer to Purchase or required by applicable law.
The amount of Notes that are purchased on the applicable
Settlement Date (as defined below) will be determined in accordance
with the Acceptance Priority Levels set forth in the table above
(each, an "Acceptance Priority Level," and collectively, the
"Acceptance Priority Levels"), with 1 being the highest Acceptance
Priority Level and 5 being the lowest Acceptance Priority Level.
However, Georgia Power's obligation to accept for purchase, based
on the Acceptance Priority Levels, and to pay for, Notes that are
validly tendered and not validly withdrawn is limited to as many of
the Notes as Georgia Power can purchase up to the Aggregate Maximum
Purchase Price.
All Notes validly tendered and not validly withdrawn at or prior
to the Early Tender Deadline having a higher Acceptance Priority
Level will, subject to the Aggregate Maximum Purchase Price, be
accepted before any Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline having a lower
Acceptance Priority Level are accepted pursuant to the Offers. All
Notes validly tendered and not validly withdrawn after the Early
Tender Deadline and at or prior to the Expiration Date having a
higher Acceptance Priority Level will, subject to the Aggregate
Maximum Purchase Price, be accepted before any Notes validly
tendered and not validly withdrawn after the Early Tender Deadline
and at or prior to the Expiration Date having a lower Acceptance
Priority Level are accepted pursuant to the Offers. However, Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline will, subject to the Aggregate Maximum Purchase
Price, be accepted for purchase in priority to other Notes validly
tendered and not validly withdrawn after the Early Tender Deadline
and at or prior to the Expiration Date, even if such Notes validly
tendered and not validly withdrawn after the Early Tender Deadline
and at or prior to the Expiration Date have a higher Acceptance
Priority Level than the Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline. If the
aggregate amount of Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline equals or
exceeds the Aggregate Maximum Purchase Price, Holders who validly
tender Notes after the Early Tender Deadline and at or prior to the
Expiration Date will not have any such Notes accepted for payment
regardless of the Acceptance Priority Level of such Notes. As such,
there can be no assurance that any or all tendered Notes of a given
Acceptance Priority level will be accepted for purchase.
If purchasing all the validly tendered and not validly withdrawn
Notes of a given Acceptance Priority Level on the applicable
Settlement Date would cause the Aggregate Maximum Purchase Price to
be exceeded on such Settlement Date, Georgia Power will accept such
Notes on a pro rata basis, to the extent any Notes of such
Acceptance Priority Level are accepted for purchase, so as to not
exceed the Aggregate Maximum Purchase Price.
Georgia Power reserves the right, but is under no obligation, to
increase, decrease or eliminate the Aggregate Maximum Purchase
Price at any time without extending the applicable Withdrawal
Deadline (as defined in the Offer to Purchase), subject to
applicable law. As such, there can be no assurance that any or all
tendered Notes of a given Acceptance Priority level will be
accepted for purchase, even if validly tendered and not validly
withdrawn prior to the Early Tender Deadline.
Georgia Power expects to fund the purchase price of any Notes
purchased using cash on hand or available liquidity.
The Offers are intended to help Georgia Power mitigate credit
metric impacts associated with the federal tax reform legislation
enacted in December 2017 (the "Tax
Reform Legislation") by reducing its outstanding indebtedness and
increasing the Company's common equity ratio, which is consistent
with an April 3, 2018 order of the
Georgia Public Service Commission regarding the retail rate impact
of the Tax Reform Legislation. The Notes purchased pursuant to the
Offers will cease to be outstanding and will be cancelled.
Subject to the terms and conditions of the Offers, Holders who
validly tender and do not validly withdraw their Notes at or prior
to the Early Tender Deadline will be eligible to receive
consideration, per $1,000 principal
amount, equal to the applicable Total Consideration for such Series
of Notes. The applicable consideration for each series of Notes
(such consideration, the "Total Consideration") 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 the applicable early tender premium (the
"Early Tender Premium") for such Series of Notes set forth in the
column entitled "Early Tender Premium" in the table above. Subject
to the terms and conditions of the Offers, Holders who validly
tender and do not validly withdraw their Notes after the Early
Tender Deadline and at or prior to the Expiration Date will only be
eligible to receive consideration, per $1,000 principal amount, equal to the applicable
Total Consideration less the applicable Early Tender Premium (such
consideration, the "Tender Consideration") for such Series of
Notes. In each case, such Holders will also be entitled to receive
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 or the Final Settlement Date (each as
defined below), as applicable, if and when the applicable Notes are
accepted for purchase.
Georgia Power reserves the right, but is under no obligation, at
any point following the Early Tender Deadline and before the
Expiration Date, to accept Notes that have been validly tendered
and not validly withdrawn for purchase on a date determined at
Georgia Power's option (such date, if any, the "Early Settlement
Date"). Georgia Power currently expects the Early Settlement Date,
if any, to occur on May 22, 2018. If
Georgia Power chooses to exercise its option to have an Early
Settlement Date, Georgia Power will purchase any remaining Notes
that have been validly tendered and not validly withdrawn after the
Early Tender Deadline and at or prior to the Expiration Date,
subject to all conditions to the Offers having been satisfied or
waived by Georgia Power and subject to the Aggregate Maximum
Purchase Price, on the Final Settlement Date, if any. If Georgia
Power chooses not to exercise its option to have an Early
Settlement Date, Georgia Power will purchase all Notes that have
been validly tendered and not validly withdrawn at or prior to the
Expiration Date, subject to all conditions to the Offers having
been satisfied or waived by Georgia Power and subject to the
Aggregate Maximum Purchase Price, on the Final Settlement Date. The
Final Settlement Date, if any, is expected to occur promptly
following the Expiration Date on June 5,
2018 (the "Final Settlement Date"), unless extended by
Georgia Power. No tenders of Notes submitted after the Expiration
Date will be valid.
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 will act as Dealer Managers (the "Dealer
Managers") and Global Bondholder Services Corporation will act 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.
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).
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.
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SOURCE Georgia Power