Bond Georgia Energy 0% ( US373334KC44 ) in USD

Georgia Energy

100 % ⇌

United States

US373334KC44 ( in USD )

15/08/2016 - Bond has expired

Prospectus brochure of the bond Georgia Power US373334KC44 in USD 0%, expired

1 000 USD

200 000 000 USD

373334KC4

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

Georgia Power is a subsidiary of Southern Company, the largest electric utility in Georgia, providing electricity to more than 2.7 million customers.

This financial article details a specific bond issuance by Georgia Power, a prominent electric utility serving over 2.7 million customers across the state of Georgia and operating as a wholly-owned subsidiary of Southern Company, one of the largest electric utility holding companies in the United States known for its extensive power generation and distribution infrastructure and commitment to reliable energy supply; identified by ISIN US373334KC44 and CUSIP 373334KC4, this U.S.-issued obligation, denominated in USD, represented a total issuance size of $200,000,000 with a minimum purchase amount of $1,000, and though it carried a stated coupon rate of 0% with a semi-annual payment frequency, a characteristic often associated with zero-coupon bonds where the return is realized at maturity through the principal repayment, it successfully matured on August 15, 2016, at a market price of 100% and has since been fully repaid, reflecting the issuer's financial stability as evidenced by its credit ratings of A- from Standard & Poor's and A3 from Moody's.

GA 2013C Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/41091/000004109113000026/g...
424B2 1 ga2013cfinalprospectussupp.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-186969
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Maximum Aggregate
Amount of
Securities to be Registered
Offering Price
Registration Fee(1)(2)
Series 2013C Floating Rate Senior Notes
due August 15, 2016
$200,000,000
$27,280
(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in Georgia Power Company's
Registration Statement on Form S-3 (Registration No. 333-186969).

Prospectus Supplement
(To Prospectus dated February 28, 2013)
$200,000,000
Series 2013C Floating Rate Senior Notes
due August 15, 2016
________________________________________________________________
This is a public offering by Georgia Power Company of $200,000,000 of Series 2013C Floating Rate Senior Notes due August 15, 2016. Georgia Power
Company will pay interest on the Series 2013C Senior Notes on the 15th day of February, May, August and November, beginning November 15, 2013. The per annum
interest rate on the Series 2013C Senior Notes will be reset quarterly based on the three-month LIBOR plus 0.40%.
The Series 2013C Senior Notes will be redeemable, in whole or in part, at the option of Georgia Power Company on or after August 15, 2014 at a redemption
price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest to the date of redemption.
The Series 2013C Senior Notes will be unsecured and unsubordinated and will rank equally with all of Georgia Power Company's other unsecured and
unsubordinated indebtedness from time to time outstanding and will be effectively subordinated to all secured indebtedness of Georgia Power Company.
See "Risk Factors" on page S-2 to read about certain factors you should consider before buying the securities.
________________________________________________________________
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this
Prospectus Supplement or the accompanying Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
________________________________________________________________
Per Senior

Note

Total
Initial public offering price
100.00% $
200,000,000
Underwriting discount
0.35% $
700,000
Proceeds, before expenses, to Georgia Power Company
99.65% $
199,300,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the Series 2013C Senior Notes will accrue from the date of
original issuance of the Series 2013C Senior Notes, which is expected to be August 16, 2013.
________________________________________________________________
The underwriters expect to deliver the Series 2013C Senior Notes in book-entry form only through the facilities of The Depository Trust Company against
payment in New York, New York on August 16, 2013.
________________________________________________________________
Joint Book-Running Managers
1 of 28
8/13/2013 2:27 PM

GA 2013C Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/41091/000004109113000026/g...
August 12, 2013
2 of 28
8/13/2013 2:27 PM

GA 2013C Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/41091/000004109113000026/g...
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this Prospectus Supplement, the
accompanying Prospectus or any written communication from Georgia Power Company or the underwriters specifying the final terms of the offering. Neither Georgia
Power Company nor any underwriter takes any responsibility for, nor can it provide any assurance as to the reliability of, any other information that others may give
you. This Prospectus Supplement, the accompanying Prospectus and any written communication from Georgia Power Company or the underwriters specifying the final
terms of the offering is an offer to sell only the Series 2013C Senior Notes offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so.
The information incorporated by reference or contained in this Prospectus Supplement, the accompanying Prospectus and any written communication from Georgia
Power Company or the underwriters specifying the final terms of the offering is current only as of its respective date.
_______________________________________________________
TABLE OF CONTENTS
Prospectus Supplement

Page
Risk Factors
S-2
The Company
S-2
Selected Financial Information
S-2
Use of Proceeds
S-3
Description of the Series 2013C Senior Notes
S-3
Underwriting
S-7

Prospectus
About this Prospectus
2
Risk Factors
2
Available Information
2
Incorporation of Certain Documents by Reference
2
Georgia Power Company
3
Selected Information
3
Use of Proceeds
4
Description of the New Stock
4
Description of the Preference Stock
5
Description of the Depositary Shares
6
Description of the Senior Notes
9
Description of the Junior Subordinated Notes
12
Plan of Distribution
16
Legal Matters
17
Experts
17
3 of 28
8/13/2013 2:27 PM

GA 2013C Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/41091/000004109113000026/g...
RISK FACTORS
Investing in the Series 2013C Senior Notes involves risk. Please see the risk factors in Georgia Power Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2012, along with disclosure related to the risk factors contained in Georgia Power Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2013 and June 30, 2013, 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 not presently known to Georgia Power Company or that Georgia Power Company currently
deems immaterial may also impair its business operations, its financial results and the value of the Series 2013C Senior Notes.
THE COMPANY
Georgia Power Company (the "Company") is a corporation organized under the laws of the State of Georgia on June 26, 1930. The Company has its principal
office at 241 Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374, telephone (404) 506-6526. The Company is a wholly owned subsidiary of The Southern
Company.
The Company is a regulated public utility engaged in the generation, purchase, transmission, distribution and sale of electric energy within an approximately
57,200 square mile service area comprising most of the State of Georgia.
SELECTED FINANCIAL INFORMATION
The following selected financial data for the years ended December 31, 2008 through December 31, 2012 has been derived from the Company's audited financial
statements and related notes and the unaudited selected financial data, incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The
following selected financial data for the six months ended June 30, 2013 has been derived from the Company's unaudited financial statements and related notes,
incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The information set forth below is qualified in its entirety by reference to
and, therefore, should be read together with management's discussion and analysis of results of operations and financial condition, the financial statements and related
notes and other financial information incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The information set forth below does
not reflect the issuance of the Series 2013C Senior Notes offered hereby or the use of proceeds therefrom. See "Use of Proceeds" in this Prospectus Supplement.
Year Ended December 31,
For the Six Months
Ended June 30,
2008
2009
2010
2011

2012
2013 (1)
(Millions, except ratios)
Operating Revenues
$
8,412
$
7,692
$
8,349
$
8,800 $
7,998
$
3,924
Earnings Before Income Taxes
1,408
1,241
1,420
1,787
1,873
789
Net Income After Dividends on Preferred and Preference Stock
903
814
950
1,145
1,168
479
Ratio of Earnings to Fixed Charges(2)
4.49
3.76
4.00
5.08
5.18
4.49

Capitalization as of June 30, 2013

(Millions, except percentages)
Common Stock Equity
$
9,328 51.2%
Non-Cumulative Preferred and Preference Stock
266
1.5
Senior Notes
6,825 37.4
Other Long-Term Debt
1,815
9.9
Total, excluding amounts due within one year of $1.0 billion
$
18,234
100.0%
______________________________
(1) Due to the seasonal variations in the demand for energy, operating results for the six months ended June 30, 2013 do not necessarily indicate operating results for
the entire year.
(2) This ratio is computed as follows: (i) "Earnings" have been calculated by adding to "Earnings Before Income Taxes" "Interest expense, net of amounts
capitalized," the distributed income of equity investees, the interest component of
S-2
4 of 28
8/13/2013 2:27 PM

GA 2013C Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/41091/000004109113000026/g...
rental expense and the debt portion of allowance for funds used during construction and excluding from "Earnings Before Income Taxes" the amount of income of
equity investees; and (ii) "Fixed Charges" consist of "Interest expense, net of amounts capitalized," the interest component of rental expense and the debt portion
of allowance for funds used during construction.
USE OF PROCEEDS
The net proceeds from the sale of the Series 2013C Senior Notes will be used by the Company to repay at maturity all or a portion of $100,000,000 aggregate
principal amount outstanding of the Company's Series Q 4.90% Senior Notes due September 15, 2013 and/or a portion of $500,000,000 aggregate principal amount
outstanding of the Company's Series 2010D 1.30% Senior Notes due September 15, 2013.
DESCRIPTION OF THE SERIES 2013C SENIOR NOTES
Set forth below is a description of the specific terms of the Series 2013C Floating Rate Senior Notes due August 15, 2016 (the "Series 2013C Senior Notes").
This description supplements, and should be read together with, the description of the general terms and provisions of the senior notes set forth in the accompanying
Prospectus under the caption "Description of the Senior Notes." The following description does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, the description in the accompanying Prospectus and the Senior Note Indenture dated as of January 1, 1998, as supplemented (the "Senior Note
Indenture"), between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)),
as trustee (the "Senior Note Indenture Trustee").
General
The Series 2013C Senior Notes will be issued as a series of senior notes under the Senior Note Indenture. The Series 2013C Senior Notes will initially be issued
in the aggregate principal amount of $200,000,000. The Company may, at any time and without the consent of the holders of the Series 2013C Senior Notes, issue
additional notes having the same ranking and the same interest rate, maturity and other terms as the Series 2013C Senior Notes (except for the public offering price and
issue date and the initial interest accrual date and initial Interest Payment Date (as defined below), if applicable). Any additional notes having such similar terms,
together with the Series 2013C Senior Notes, will constitute a single series of senior notes under the Senior Note Indenture.
Unless earlier redeemed, the entire principal amount of the Series 2013C Senior Notes will mature and become due and payable, together with any accrued and
unpaid interest thereon, on August 15, 2016. The Series 2013C Senior Notes are not subject to any sinking fund provision. The Series 2013C Senior Notes are available
for purchase in denominations of $1,000 and any integral multiple thereof.
Interest
Each Series 2013C Senior Note shall bear interest from the date of original issuance, payable quarterly in arrears on the 15th day of February, May, August and
November (each, an "Interest Payment Date") to the person in whose name such Series 2013C Senior Note is registered at the close of business on the fifteenth calendar
day prior to such Interest Payment Date, whether or not a Business Day. However, interest payable on the maturity date or on a Redemption Date (as defined below) of
a Series 2013C Senior Note will be paid to the person to whom principal is payable. The initial Interest Payment Date is November 15, 2013. The amount of interest
payable will be computed on the basis of the actual number of days elapsed over a 360-day year. If any Interest Payment Date (other than the maturity date or a
Redemption Date) would otherwise be a day that is not a Business Day, the Interest Payment Date will be the next succeeding Business Day. If the maturity date or a
Redemption Date is not a Business Day, the principal and interest due on that date will be payable on the next succeeding Business Day, and no interest shall accrue for
the intervening period. The Company will pay the principal of the Series 2013C Senior Notes and interest payable at maturity or on redemption in immediately
available funds at the corporate trust offices of The Bank of New York Mellon, as Paying Agent.
The Series 2013C Senior Notes will bear interest for each quarterly Interest Period at a per annum rate determined by the Calculation Agent, subject to the
maximum interest rate permitted by New York or other applicable state law, as such law may be modified by United States law of general application. The interest rate
applicable during each quarterly Interest Period will be equal to LIBOR on the Interest Determination Date for such Interest Period plus 0.40%. Promptly upon such
determination, the Calculation Agent will notify the Company and the Senior Note Indenture Trustee, if the Senior Note Indenture Trustee is not then serving as the
Calculation Agent, of the interest rate for the new Interest Period. The interest rate
S-3
5 of 28
8/13/2013 2:27 PM

GA 2013C Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/41091/000004109113000026/g...
determined by the Calculation Agent, absent manifest error, shall be binding and conclusive upon the beneficial owners and holders of the Series 2013C Senior Notes,
the Company and the Senior Note Indenture Trustee.
Upon the request of a holder of the Series 2013C Senior Notes, the Calculation Agent will provide to such holder the interest rate in effect on the date of such
request and, if determined, the interest rate for the next Interest Period.
The accrued interest for any period is calculated by multiplying the principal amount of a Series 2013C Senior Note by an accrued interest factor. The accrued
interest factor is computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor
(expressed as a decimal rounded upwards if necessary) is computed by dividing the interest rate (expressed as a decimal rounded upwards if necessary) applicable to
such date by 360.
All percentages resulting from any calculation of the interest rate on the Series 2013C Senior Notes will be rounded, if necessary, to the nearest one-hundred
thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or
.0987655) and 9.876544% (or .09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts used in or resulting from such calculation will be
rounded to the nearest cent (with one-half cent being rounded upwards).
Certain Definitions
The following definitions apply to the Series 2013C Senior Notes.
"Business Day" means a day other than (i) a Saturday or Sunday, (ii) a day on which banks in New York, New York are authorized or obligated by law or
executive order to remain closed or (iii) a day on which the Senior Note Indenture Trustee's corporate trust office is closed for business.
"Calculation Agent" means The Bank of New York Mellon, or its successor appointed by the Company, acting as calculation agent.
"Interest Determination Date" means the second London Business Day immediately preceding the first day of the relevant Interest Period.
"Interest Period" means the period commencing on an Interest Payment Date for the Series 2013C Senior Notes (or, with respect to the initial Interest Period
only, commencing on the issue date for the Series 2013C Senior Notes) and ending on the day before the next succeeding Interest Payment Date for the Series 2013C
Senior Notes.
"LIBOR" means, with respect to any Interest Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period
commencing on the first day of that Interest Period and ending on the next Interest Payment Date that appears on Reuters LIBOR01 Page as of 11:00 a.m. (London time)
on the Interest Determination Date for that Interest Period. If such rate does not appear on the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the Interest
Determination Date for that Interest Period, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for the Interest Period and in a
principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market, which may
include affiliates of one or more of the Underwriters (as defined below), selected by the Calculation Agent (after consultation with the Company), at approximately
11:00 a.m., London time, on the Interest Determination Date for that Interest Period. The Calculation Agent will request the principal London office of each such bank to
provide a quotation of its rate. If at least two such quotations are provided, LIBOR with respect to that Interest Period will be the arithmetic mean of such quotations. If
fewer than two quotations are provided, LIBOR with respect to that Interest Period will be the arithmetic mean of the rates quoted by three major banks in New York
City, which may include affiliates of one or more of the Underwriters, selected by the Calculation Agent (after consultation with the Company), at approximately 11:00
a.m., New York City time, on the Interest Determination Date for that Interest Period for loans in U.S. dollars to leading European banks for that Interest Period and in a
principal amount of not less than $1,000,000. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described
above, LIBOR for that Interest Period will be the same as LIBOR as determined for the previous Interest Period.
"London Business Day" means a day that is a Business Day and a day on which dealings in deposits in U.S. dollars are transacted, or with respect to any future
date are expected to be transacted, in the London interbank market.
"Reuters LIBOR01 Page" means the display designated as Reuters LIBOR01 on the Reuters 3000 Xtra (or such other page as may replace the Reuters
LIBOR01 Page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates or prices comparable to the
London Interbank Offered rate for U.S. dollar deposits).
S-4
6 of 28
8/13/2013 2:27 PM

GA 2013C Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/41091/000004109113000026/g...
Ranking
The Series 2013C Senior Notes will be direct, unsecured and unsubordinated obligations of the Company ranking equally with all other unsecured and
unsubordinated obligations of the Company. The Series 2013C Senior Notes will be effectively subordinated to all secured indebtedness of the Company, aggregating
approximately $48,000,000 outstanding at June 30, 2013. The Senior Note Indenture contains no restrictions on the amount of additional indebtedness that may be
incurred by the Company.
Optional Redemption
The Series 2013C Senior Notes will be subject to redemption at the option of the Company, in whole or in part, without premium, at any time and from time to
time, on or after August 15, 2014, upon not less than 30 nor more than 60 days' notice, at a redemption price (the "Redemption Price") equal to 100% of the principal
amount of the Series 2013C Senior Notes being redeemed plus any accrued and unpaid interest on the Series 2013C Senior Notes being redeemed to the date of
redemption (the "Redemption Date").
If notice of redemption is given as aforesaid, the Series 2013C Senior Notes so to be redeemed will, on the Redemption Date, become due and payable at the
Redemption Price together with any accrued and unpaid interest thereon, and from and after such date (unless the Company has defaulted in the payment of the
Redemption Price and accrued interest) such Series 2013C Senior Notes shall cease to bear interest.
Subject to the foregoing and to applicable law (including, without limitation, United States federal securities laws), the Company or its affiliates may, at any time
and from time to time, purchase outstanding Series 2013C Senior Notes by tender, in the open market or by private agreement.
Book-Entry Only Issuance--The Depository Trust Company
The Depository Trust Company ("DTC") will act as the initial securities depository for the Series 2013C Senior Notes. The Series 2013C Senior Notes will be
issued only as fully-registered securities registered in the name of Cede & Co., DTC's nominee, or such other name as may be requested by an authorized representative
of DTC. One or more fully-registered global Series 2013C Senior Notes certificates will be issued, representing in the aggregate the total principal amount of
Series 2013C Senior Notes, and will be deposited with the Senior Note Indenture Trustee on behalf of DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law,
a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"). DTC holds and provides asset servicing for over
3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market instruments from over 100 countries that DTC's
participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need
for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding
company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by
the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). The DTC rules applicable to its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC
can be found at www.dtcc.com. The contents of such website do not constitute part of this Prospectus Supplement.
Purchases of Series 2013C Senior Notes within the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2013C
Senior Notes on DTC's records. The ownership interest of each actual purchaser of each Series 2013C Senior Note ("Beneficial Owner") is in turn to be recorded on
the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchases. Beneficial Owners, however, are
expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participants
through which the Beneficial Owners purchased Series 2013C Senior Notes. Transfers of ownership interests in the Series 2013C Senior Notes are to be accomplished
by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing
their
S-5
7 of 28
8/13/2013 2:27 PM

GA 2013C Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/41091/000004109113000026/g...
ownership interests in Series 2013C Senior Notes, except in the event that use of the book-entry system for the Series 2013C Senior Notes is discontinued.
To facilitate subsequent transfers, all Series 2013C Senior Notes deposited by Direct Participants with DTC are registered in the name of DTC's nominee,
Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2013C Senior Notes with DTC and their
registration in the name of Cede & Co. or such other DTC nominee do not effect any changes in beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the Series 2013C Senior Notes. DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2013C Senior Notes are
credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf
of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and
Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from
time to time.
Redemption notices will be sent to DTC. If less than all the Series 2013C Senior Notes are being redeemed, DTC's practice is to determine by lot the amount of
interest of each Direct Participant in such Series 2013C Senior Notes to be redeemed.
Although voting with respect to the Series 2013C Senior Notes is limited, in those cases where a vote is required, neither DTC nor Cede & Co. (nor any other
DTC nominee) will consent or vote with respect to the Series 2013C Senior Notes unless authorized by a Direct Participant in accordance with DTC's procedures.
Under its usual procedures, DTC mails an Omnibus Proxy to the Company as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the Series 2013C Senior Notes are credited on the record date (identified in a listing attached
to the Omnibus Proxy).
Payments on the Series 2013C Senior Notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC.
DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Company or the Senior Note
Indenture Trustee on the relevant payment date in accordance with their respective holdings shown on DTC's records. Payments by Direct or Indirect Participants to
Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers registered in
"street name," and will be the responsibility of such Direct or Indirect Participant and not of DTC or the Company, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of
the Company, disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the
responsibility of Direct and Indirect Participants.
Except as provided herein, a Beneficial Owner of a global Series 2013C Senior Note will not be entitled to receive physical delivery of Series 2013C Senior
Notes. Accordingly, each Beneficial Owner must rely on the procedures of DTC to exercise any rights under the Series 2013C Senior Notes. The laws of some
jurisdictions require that certain purchasers of securities take physical delivery of securities in definitive form. Such laws may impair the ability to transfer beneficial
interests in a global Series 2013C Senior Note.
DTC may discontinue providing its services as securities depository with respect to the Series 2013C Senior Notes at any time by giving reasonable notice to the
Company. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2013C Senior Notes certificates will be required to be
printed and delivered to the holders of record. Additionally, the Company may decide to discontinue use of the system of book-entry transfers through DTC (or a
successor securities depository) with respect to the Series 2013C Senior Notes. The Company understands, however, that under current industry practices, DTC would
notify its Direct and Indirect Participants of the Company's decision, but will only withdraw beneficial interests from a global Series 2013C Senior Note at the request
of each Direct or Indirect Participant. In that event, certificates for the Series 2013C Senior Notes will be printed and delivered to the applicable Direct or Indirect
Participant.
The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the Company believes to be reliable, but
neither the Company nor any underwriter takes any responsibility for the accuracy thereof. Neither the Company nor any underwriter has any responsibility for the
performance by DTC or its Direct or Indirect Participants of their respective obligations as described herein or under the rules and procedures governing their
respective operations.
S-6
8 of 28
8/13/2013 2:27 PM

GA 2013C Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/41091/000004109113000026/g...
UNDERWRITING
Subject to the terms and conditions of an underwriting agreement (the "Underwriting Agreement"), the Company has agreed to sell to each of the underwriters
named below (the "Underwriters") and each of the Underwriters has severally agreed to purchase from the Company the principal amount of the Series 2013C Senior
Notes set forth opposite its name below:
Principal Amount
of Series 2013C
Underwriters
Senior Notes
Barclays Capital Inc.
$
100,000,000
SunTrust Robinson Humphrey, Inc.
100,000,000
Total
$
200,000,000
The Underwriting Agreement provides that the obligations of the several Underwriters to pay for and accept delivery of the Series 2013C Senior Notes are
subject to, among other things, the approval of certain legal matters by their counsel and certain other conditions. The Underwriters are obligated to purchase all of the
Series 2013C Senior Notes offered hereby, if any of the Series 2013C Senior Notes are purchased.
The Underwriters propose to offer the Series 2013C Senior Notes to the public at the public offering price set forth on the cover page of this Prospectus
Supplement and may offer the Series 2013C Senior Notes to certain dealers at such price less a concession not in excess of 0.20% of the principal amount per Series
2013C Senior Note. The Underwriters may allow, and such dealers may reallow, a concession not in excess of 0.10% of the principal amount per Series 2013C Senior
Note. After the initial public offering, the offering price and other selling terms may be changed.
The Series 2013C Senior Notes are a new issue of securities with no established trading market. The Series 2013C Senior Notes will not be listed on any
securities exchange or on any automated dealer quotation system. The Underwriters may make a market in the Series 2013C Senior Notes after completion of the
offering, but will not be obligated to do so and may discontinue any market-making activities at any time without notice. No assurance can be given as to the liquidity of
the trading market for the Series 2013C Senior Notes or that an active public market for the Series 2013C Senior Notes will develop. If an active public trading market
for the Series 2013C Senior Notes does not develop, the market price and liquidity of the Series 2013C Senior Notes may be adversely affected.
The Company has agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The Company's expenses associated with the offer and sale of the Series 2013C Senior Notes are estimated to be $260,000.
The Company has agreed with the Underwriters, that during the period of 15 days from the date of the Underwriting Agreement, it will not sell, offer to sell, grant
any option for the sale of, or otherwise dispose of any Series 2013C Senior Notes, any security convertible into, exchangeable into or exercisable for the Series 2013C
Senior Notes or any debt securities substantially similar to the Series 2013C Senior Notes (except for the Series 2013C Senior Notes issued pursuant to the
Underwriting Agreement), without the prior written consent of the Underwriters. This agreement does not apply to issuances of commercial paper or other debt
securities with scheduled maturities of less than one year.
In order to facilitate the offering of the Series 2013C Senior Notes, the Underwriters may engage in transactions that stabilize, maintain or otherwise affect the
price of the Series 2013C Senior Notes. Specifically, the Underwriters may over-allot in connection with this offering, creating short positions in the Series 2013C
Senior Notes for their own accounts. In addition, to cover over-allotments or to stabilize the price of the Series 2013C Senior Notes, the Underwriters may bid for, and
purchase, Series 2013C Senior Notes in the open market. Finally, the Underwriters may reclaim selling concessions allowed to the Underwriters or dealers for
distributing Series 2013C Senior Notes in this offering, if the Underwriters repurchase previously distributed Series 2013C Senior Notes in transactions to cover short
positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the Series 2013C Senior Notes above
independent market levels. The Underwriters are not required to engage in these activities and may end any of these activities at any time without notice.
In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in
the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the
security.
Neither the Company nor any Underwriter makes any representation or prediction as to the direction or magnitude of any effect that the transactions described
above may have on the price of the Series 2013C Senior Notes. In addition, neither the
S-7
9 of 28
8/13/2013 2:27 PM

GA 2013C Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/41091/000004109113000026/g...
Company nor any Underwriter makes any representation that the Underwriters will engage in such transactions or that such transactions once commenced will not be
discontinued without notice.
It is expected that delivery of the Series 2013C Senior Notes will be made, against payment for the Series 2013C Senior Notes, on or about August 16, 2013
which will be the fourth business day following the pricing of the Series 2013C Senior Notes. Under Rule 15c6-1 under the 1934 Act, purchases or sales of securities
in the secondary market generally are required to settle within three business days (T+3), unless the parties to any such transactions expressly agree otherwise.
Accordingly, purchasers of the Series 2013C Senior Notes who wish to trade the Series 2013C Senior Notes on the date of this Prospectus Supplement will be
required, because the Series 2013C Senior Notes initially will settle within four business days (T+ 4), to specify an alternate settlement cycle at the time of any such
trade to prevent failed settlement. Purchasers of the Series 2013C Senior Notes who wish to trade on the date of this Prospectus Supplement should consult their own
legal advisors.
The Underwriters and their affiliates have engaged in and may in the future engage in transactions with, and, from time to time, have performed and may perform
commercial banking, investment banking and/or advisory services for, the Company and certain of its affiliates in the ordinary course of business, for which they have
received and will receive customary compensation. Affiliates of the Underwriters are lenders under certain of the Company's credit facilities.
S-8
10 of 28
8/13/2013 2:27 PM