Georgia Power Company announces pricing of upsized cash tender offers
ATLANTA, May 21, 2018 /PRNewswire/ -- Georgia Power Company today announced the pricing of the 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"). Except as described in Georgia Power's prior press release dated the date hereof announcing the early tender results of the Offers and increasing the "Aggregate Maximum Purchase Price" to an amount (excluding accrued and unpaid interest and excluding fees and expenses) sufficient to allow the purchase of $749,913,000 in aggregate principal amount (representing all of the Notes tendered in Acceptance Priority Levels 1, 2 and 3 on or before the Early Tender Deadline (as defined below)), 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.
The applicable total consideration to be paid for each $1,000 principal amount of Notes of each series validly tendered and not validly withdrawn prior to or at 5:00 p.m., New York City time, on May 18, 2018 (the "Early Tender Deadline") and accepted for purchase by Georgia Power is set forth in the column entitled "Total Consideration" in the table below (the "Total Consideration").
The applicable Total Consideration for each series of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline was determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such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 aggregate purchase price (excluding accrued and unpaid interest) to Georgia Power for the purchase of the Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline and accepted for purchase in the Offers is $901,563,908.23.
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. Georgia Power does not intend to increase the Aggregate Maximum Purchase Price.
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 firstname.lastname@example.org. 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.
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