Bond Georgia Energy 3.25% ( US373334KH31 ) in USD

Georgia Energy

100 % ▲

United States

US373334KH31 ( in USD )

3.25% per year ( payment 2 times a year)

30/03/2027

Prospectus brochure of the bond Georgia Power US373334KH31 en USD 3.25%, maturity 30/03/2027

2 000 USD

400 000 000 USD

373334KH3

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

30/03/2026 ( In 51 days )

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

Georgia Power issued a USD 400,000,000 bond (ISIN: US373334KH31, CUSIP: 373334KH3) maturing on March 30, 2027, with a 3.25% coupon rate, paying semi-annually, currently trading at 100%, minimum purchase 2000, rated BBB+ by S&P and Baa1 by Moody's.

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424B2 1 ga2017bprosup424b2.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-209779
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Each Class of
Amount to be
Aggregate
Proposed Maximum Aggregate
Amount of Registration
Securities to be Registered
Registered
Offering Price Per Unit
Offering Price
Fee (1)(2)
Series 2017B 3.25% Senior
Notes due March 30, 2027
$400,000,000
99.887%
$399,548,000
$46,308
(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. 333-209779).
Prospectus Supplement
(To Prospectus dated February 26, 2016)
$400,000,000
Series 2017B 3.25% Senior Notes
due March 30, 2027
________________________________________________________________
This is a public offering by Georgia Power Company of $400,000,000 of Series 2017B 3.25% Senior Notes due March 30, 2027. Interest on
the Series 2017B Senior Notes is payable semiannually in arrears on March 30 and September 30 of each year, beginning September 30, 2017.
The Series 2017B Senior Notes will be redeemable, in whole or in part, at any time and from time to time, at the option of Georgia Power
Company at redemption prices as described under the caption "Description of the Series 2017B Senior Notes--Optional Redemption."
The Series 2017B Senior Notes will be unsecured and unsubordinated obligations of Georgia Power Company, ranking 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.
Concurrently with this offering, Georgia Power Company is also offering $450,000,000 aggregate principal amount of Series 2017A 2.00%
Senior Notes due March 30, 2020 (the "Series 2017A Senior Notes"). This Prospectus Supplement is not, and should not be construed as, an
offering of any notes other than the Series 2017B Senior Notes offered hereby. The completion of the offering of the Series 2017B Senior Notes is
not contingent on the success of any other offering, including the offering of the Series 2017A Senior Notes.
See "Risk Factors" on page S-2 to read about certain factors you should consider before buying the securities.

Per Senior Note

Total
Initial public offering price (1)

99.887% $
399,548,000
Underwriting discount

0.650% $
2,600,000
Proceeds, before expenses, to Georgia Power Company

99.237% $
396,948,000
(1)
Plus accrued interest, if any, from the date of original issuance of the Series 2017B Senior Notes, which is expected to be March 3, 2017.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this Prospectus Supplement or the accompanying Prospectus. Any representation to the contrary is a criminal
offense.
The Series 2017B Senior Notes are expected to be delivered on or about March 3, 2017 through the book-entry facilities of The Depository
Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V. or Clearstream Banking, société anonyme, Luxembourg.
________________________________________________________________
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Joint Book-Running Managers
Barclays
J.P. Morgan
SunTrust Robinson Humphrey
UBS Investment Bank
February 28, 2017
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 2017B 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 2017B Senior Notes
S-3
Certain United States Federal Income Tax Considerations for Non-U.S. Holders
S-6
Underwriting (Conflicts of Interest)
S-9
Experts
S-13

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
8
Description of the Junior Subordinated Notes
11
Plan of Distribution
16
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Legal Matters
16
Experts
16
RISK FACTORS
Investing in the Series 2017B 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, 2016 (the "Form 10-K"), which is 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 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 a
service area comprising most of the State of Georgia.
SELECTED FINANCIAL INFORMATION
The following selected financial data for the years ended December 31, 2012 through December 31, 2016 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 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 2017B Senior Notes offered hereby, the proposed issuance of the Series 2017A Senior Notes
or the use of proceeds therefrom. See "Use of Proceeds" in this Prospectus Supplement.

Year Ended December 31,

2012

2013

2014

2015

2016

(Millions, except ratios)
Operating Revenues
$
7,998 $
8,274 $
8,988 $
8,326 $
8,383
Earnings Before Income Taxes

1,873
1,914
1,971
2,046
2,127
Net Income After Dividends on Preferred and Preference
Stock

1,168
1,174
1,225
1,260
1,330
Ratio of Earnings to Fixed Charges(1)

5.18
5.36
5.56
5.28
5.17
Capitalization

as of December 31, 2016

(Millions, except percentages)

Common Stock Equity
$
11,356
52.0%
Non-Cumulative Preferred and Preference Stock

266
1.2
Senior Notes

5,748
26.3
Other Long-Term Debt

4,477
20.5
Total, excluding amounts due within one year of $460 million
$
21,847
100.0%
______________________________
(1) 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 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.
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S-2
USE OF PROCEEDS
The net proceeds from the sale of the Series 2017B Senior Notes will be used by the Company to repay all or a portion of the Company's
short-term indebtedness, which aggregated approximately $115,000,000 as of February 27, 2017, and for general corporate purposes, including the
Company's continuous construction program.
DESCRIPTION OF THE SERIES 2017B SENIOR NOTES
Set forth below is a description of the specific terms of the Series 2017B 3.25% Senior Notes due March 30, 2027 (the "Series 2017B 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 Wells Fargo Bank, National
Association, as successor trustee (the "Senior Note Indenture Trustee").
General
The Series 2017B Senior Notes will be issued as a series of senior notes under the Senior Note Indenture. The Series 2017B Senior Notes
will initially be issued in the aggregate principal amount of $400,000,000. The Company may, at any time and without the consent of the holders of
the Series 2017B Senior Notes, issue additional notes having the same ranking and the same interest rate, maturity and other terms as the
Series 2017B 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 2017B 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 2017B Senior Notes will mature and become due and payable, together
with any accrued and unpaid interest thereon, on March 30, 2027. The Series 2017B Senior Notes are not subject to any sinking fund provision.
The Series 2017B Senior Notes are available for purchase in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Interest
Each Series 2017B Senior Note will bear interest at the rate of 3.25% per year (the "Securities Rate") from the date of original issuance,
payable semiannually in arrears on March 30 and September 30 of each year (each, an "Interest Payment Date") to the person in whose name such
Series 2017B 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). The initial Interest Payment Date is September 30, 2017. The amount of interest payable will be computed on the basis of a 360-
day year of twelve 30-day months. In the event that any date on which interest is payable on the Series 2017B Senior Notes is not a Business Day,
then payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), with the same force and effect as if made on such date. "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.
Ranking
The Series 2017B Senior Notes will be direct, unsecured and unsubordinated obligations of the Company, ranking equally with all other
unsecured and unsubordinated obligations of the Company from time to time outstanding. The Series 2017B Senior Notes will be effectively
subordinated to all secured indebtedness of the Company, aggregating approximately $2,794,000,000 outstanding at December 31, 2016, including
$2,625,000,000 outstanding under a multi-advance credit facility (the "FFB Credit Facility") among the Company, the U.S. Department of Energy
and the Federal Financing Bank, which is secured by (i) the Company's 45.7% ownership interest in the two new nuclear generating units under
construction at Plant Vogtle ("Plant Vogtle Units 3 and 4") and (ii) the Company's rights and obligations under the principal contracts relating to
Plant Vogtle Units 3 and 4. The FFB Credit Facility is not secured by any other assets of the Company. The Senior Note Indenture contains no
restrictions on the amount of additional indebtedness that may be incurred by the Company.
Optional Redemption
At any time and from time to time prior to December 30, 2026, the Series 2017B Senior Notes will be subject to redemption at the option of
the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at redemption prices equal to the greater of (i) 100% of the
principal amount of the Series 2017B Senior Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of
principal of and interest on the Series 2017B Senior Notes being redeemed (not including any portion of such payments of interest accrued to the
redemption date)
S-3
discounted (for purposes of determining present value) to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve
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30-day months) at a discount rate equal to the Treasury Yield (as defined below) plus 15 basis points, plus, in each case, accrued and unpaid
interest on the Series 2017B Senior Notes being redeemed to the redemption date. At any time and from time to time on or after December 30,
2026, the Series 2017B Senior Notes will be subject to redemption at the option of the Company, in whole or in part, upon not less than 30 nor
more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the Series 2017B Senior Notes being redeemed plus
accrued and unpaid interest on the Series 2017B Senior Notes being redeemed to the redemption date.
"Treasury Yield" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming 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.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Series 2017B Senior Notes to be redeemed 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 term of
the Series 2017B Senior Notes.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Company obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means an independent investment banking institution of national standing appointed by the Company.
"Reference Treasury Dealer" means a primary U.S. Government securities dealer in the United States appointed by the Company.
"Reference Treasury Dealer Quotation" means, with respect to a Reference Treasury Dealer and any redemption date, the average, as
determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount and quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day in New York City
preceding such redemption date).
If notice of redemption is given as aforesaid, the Series 2017B Senior Notes so to be redeemed will, on the redemption date, become due and
payable at the applicable redemption price described above together with any accrued and unpaid interest thereon, and from and after such date
(unless the Company has defaulted in the payment of such redemption price and accrued interest) such Series 2017B Senior Notes shall cease to
bear interest. If any Series 2017B Senior Note called for redemption shall not be paid upon surrender thereof for redemption, the principal shall,
until paid, bear interest from the redemption date at the Securities Rate. See "Description of the Senior Notes -- Events of Default" in the
accompanying Prospectus.
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 2017B Senior Notes by tender, in the open market or by private
agreement.
Information Concerning the Senior Note Indenture Trustee
The Company and certain of its affiliates maintain deposit accounts and banking relationships with Wells Fargo Bank, National Association.
Wells Fargo Bank, National Association and certain of its affiliates also serve as trustee under other indentures pursuant to which securities of
certain affiliates of the Company are outstanding.
Book-Entry Only Issuance--The Depository Trust Company
The Depository Trust Company ("DTC") will act as the initial securities depository for the Series 2017B Senior Notes. The Series 2017B
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 2017B Senior Notes certificates will be issued,
representing in the aggregate the total principal amount of Series 2017B Senior Notes, and will be deposited with the Senior Note Indenture Trustee
on behalf of DTC. Investors may hold interests in the Series 2017B Senior Notes through DTC if they are participants in DTC or indirectly through
organizations that are participants in DTC, including Euroclear Bank S.A./N.V., as operator of the Euroclear system, or Clearstream Banking,
société anonyme, Luxembourg ("Clearstream").
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. 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
S-4
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
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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 2017B Senior Notes under the DTC system must be made by or through Direct Participants, which will receive a credit
for the Series 2017B Senior Notes on DTC's records. The ownership interest of each actual purchaser of each Series 2017B 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 2017B Senior Notes. Transfers of ownership interests in the Series 2017B 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 ownership interests in Series 2017B Senior Notes, except in the event that use of the book-entry system for the Series 2017B Senior Notes is
discontinued.
To facilitate subsequent transfers, all Series 2017B 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 2017B 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 2017B Senior Notes. DTC's records reflect only the identity of the Direct
Participants to whose accounts such Series 2017B 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 of the Series 2017B Senior Notes are being redeemed, DTC's practice is to
determine by lot the amount of interest of each Direct Participant in such Series 2017B Senior Notes to be redeemed.
Although voting with respect to the Series 2017B 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 2017B 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 2017B Senior
Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Payments on the Series 2017B 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 2017B Senior Note will not be entitled to receive physical delivery of
Series 2017B Senior Notes. Accordingly, each Beneficial Owner must rely on the procedures of DTC to exercise any rights under the Series 2017B
Senior Notes. The laws of some jurisdictions require that certain purchasers of
S-5
securities take physical delivery of securities in definitive form. Such laws may impair the ability to transfer beneficial interests in a global
Series 2017B Senior Note.
DTC may discontinue providing its services as securities depository with respect to the Series 2017B 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 2017B
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 2017B 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 2017B Senior Note at the request of each Direct or Indirect
Participant. In that event, certificates for the Series 2017B 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
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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.
Global Clearance and Settlement Procedures
Secondary market trading between Clearstream participants and/or Euroclear system participants will occur in the ordinary way in
accordance with the applicable rules and operating procedures of Clearstream and the Euroclear system, 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 Series 2017B 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 Series 2017B 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 Series 2017B 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.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
The following summary describes certain United States ("U.S.") federal income tax considerations relevant to the acquisition, ownership
and disposition of the Series 2017B Senior Notes, and insofar as it relates to matters of U.S. federal income tax laws and regulations or legal
conclusions with respect thereto, constitutes the opinion of the Company's tax counsel, Troutman Sanders LLP. The following discussion does not
purport to be a complete analysis of all potential U.S. federal income tax considerations. This discussion only applies to Series 2017B Senior Notes
that are held as capital assets, within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"), and that are
purchased in the initial offering at the initial offering price, by Non-U.S. Holders (as defined below). This summary is based on the Code,
administrative pronouncements, judicial decisions and regulations of the Treasury Department, changes to any of which subsequent to the date of
this Prospectus Supplement may affect the tax consequences described herein. This discussion does not describe all of the U.S. federal income tax
considerations that may be relevant to Non-U.S. Holders in light of their particular circumstances or to Non-U.S. Holders subject to special rules,
such as certain financial institutions, tax-exempt organizations, insurance companies, "controlled foreign corporations", "passive foreign
investment companies", partnerships or other pass-through entities for U.S. federal income tax purposes, traders or dealers in securities or
commodities, persons holding Series 2017B Senior Notes as part of a hedge or other integrated transaction, or certain former citizens or residents of
the U.S.
S-6
The Company has not and will not seek any rulings or opinions from the Internal Revenue Service (the "IRS") with respect to the matters
discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the acquisition,
ownership or disposition of the Series 2017B Senior Notes or that any such position would not be sustained.
For purposes of this summary, a "Non-U.S. Holder" means a beneficial owner of a Series 2017B Senior Note (other than a partnership)
that, for U.S. federal income tax purposes, is not (i) an individual that is a citizen or resident of the U.S.; (ii) a corporation or other entity treated as
a corporation for U.S. federal income tax purposes that is created or organized under the laws of the U.S., any state thereof or the District of
Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if (A) a court within
the U.S. is able to exercise primary control over its administration and one or more U.S. persons, within the meaning of Section 7701(a)(30) of the
Code (a "U.S. Person"), have the authority to control all substantial decisions of such trust, or (B) the trust has made an election under the
applicable Treasury regulations to be treated as a U.S. Person. If a partnership, or other entity or arrangement treated as a partnership for U.S.
federal income tax purposes, beneficially owns the Series 2017B Senior Notes, the tax treatment of a partner in such partnership will generally
depend upon the status of the partner and the activities of the partnership. Partners in a partnership that beneficially own the Series 2017B Senior
Notes should consult their tax advisors as to the particular U.S. federal income tax considerations relevant to the acquisition, ownership and
disposition of the Series 2017B Senior Notes applicable to them.
Interest
It is anticipated, and this discussion assumes, that the Series 2017B Senior Notes will not be issued with more than a de minimis amount
of original issue discount. Except if interest on the Series 2017B Senior Notes is effectively connected with the conduct by a Non-U.S. Holder of a
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trade or business within the United States, and subject to the FATCA summary below, a Non-U.S. Holder generally will not be subject to U.S.
federal income or withholding tax on payments of interest on the Series 2017B Senior Notes provided that such Non-U.S. Holder (A) does not
directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all classes of the Company's stock
entitled to vote, (B) is not a controlled foreign corporation that is related to the Company directly or constructively through stock ownership, (C) is
not a bank receiving such interest on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or
business, and (D) satisfies certain certification requirements. Such certification requirements will be met if (x) the Non-U.S. Holder provides its
name and address, and certifies on an IRS Form W-8BEN or IRS Form W-8BEN-E (or a substantially similar form), under penalties of perjury,
that it is not a U.S. Person or (y) a securities clearing organization or certain other financial institutions holding the Series 2017B Senior Notes on
behalf of the Non-U.S. Holder certifies on IRS Form W-8IMY, under penalties of perjury, that such certification has been received by it and
furnishes the Company or its paying agent with a copy thereof. In addition, the Company or its paying agent must not have actual knowledge or
reason to know that the beneficial owner of the Series 2017B Senior Notes is a U.S. Person.
If interest on the Series 2017B Senior Notes is not effectively connected with the conduct by the Non-U.S. Holder of a trade or business
within the U.S., but such Non-U.S. Holder does not satisfy the other requirements outlined in the preceding paragraph, interest on the Series 2017B
Senior Notes generally will be subject to U.S. withholding tax at a 30% rate (or a lower applicable treaty rate).
If interest on the Series 2017B Senior Notes is effectively connected with the conduct by a Non-U.S. Holder of a trade or business within
the U.S., or, if certain tax treaties apply, is attributable to a permanent establishment or fixed base within the U.S., the Non-U.S. Holder generally
will be subject to U.S. federal income tax on a net income basis at the rate applicable to U.S. Persons generally (and, with respect to corporate
Non-U.S. Holders, may also be subject to a 30% branch profits tax (or a lower applicable treaty branch profits tax rate)). If interest is subject to
U.S. federal income tax on a net income basis in accordance with these rules, such interest payments will not be subject to U.S. withholding tax so
long as the Non-U.S. Holder provides the Company or its paying agent with the appropriate documentation (generally an IRS Form W-8ECI).
Sale or Other Taxable Disposition of the Series 2017B Senior Notes
Subject to the FATCA summary below, a Non-U.S. Holder generally will not be subject to U.S. federal withholding tax with respect to
gain, if any, recognized on the sale or other taxable disposition of the Series 2017B Senior Notes. A Non-U.S. Holder will also generally not be
subject to U.S. federal income tax with respect to such gain, unless (i) the gain is effectively connected with the conduct by such Non-U.S. Holder
of a trade or business within the U.S., or, if certain tax treaties apply, is attributable to a permanent establishment or fixed base within the U.S., or
(ii) in the case of a Non-U.S. Holder that is a nonresident alien individual, such Non-U.S. Holder is present in the U.S. for 183 or more days in the
taxable year of the disposition and certain other conditions are satisfied. In the case described in (i) above, gain or loss recognized on the
disposition of such Series 2017B Senior Notes generally will be subject to U.S. federal income taxation in the same manner as if such gain or loss
were recognized by a U.S. Person, and, in the case of a Non-U.S. Holder that is a foreign corporation, may
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also be subject to the branch profits tax at a rate of 30% (or a lower applicable treaty branch profits tax rate). In the case described in (ii) above, the
Non-U.S. Holder will be subject to a 30% tax (or lower applicable treaty rate) on any capital gain recognized on the disposition of the Series
2017B Senior Notes (after being offset by certain U.S. source capital losses).
Information Reporting and Backup Withholding
Information returns will be filed annually with the IRS in connection with the Company's payment of interest on the Series 2017B Senior
Notes. Copies of these information returns may also be made available under the provisions of a specific tax treaty or other agreement to the tax
authorities of the country in which the Non-U.S. Holder resides. Unless the Non-U.S. Holder complies with certification procedures to establish
that it is not a U.S. Person, information returns may be filed with the IRS in connection with the proceeds from a sale or other disposition of the
Series 2017B Senior Notes, and the Non-U.S. Holder may be subject to backup withholding tax (currently at a rate of 28%) on payments of interest
on the Series 2017B Senior Notes or on the proceeds from a sale or other disposition of the Series 2017B Senior Notes. The certification procedures
required to claim the exemption from withholding tax on interest described above will satisfy the certification requirements necessary to avoid the
backup withholding tax as well. The amount of any backup withholding from a payment to a Non-U.S. Holder may be allowed as a credit against
the Non-U.S. Holder's U.S. federal income tax liability or may entitle the Non-U.S. Holder to a refund, provided that the required information is
furnished to the IRS in a timely manner.
Foreign Account Tax Compliance Act Withholding
Under the "Foreign Account Tax Compliance Act" ("FATCA") and additional guidance issued by the IRS, a U.S. federal withholding tax
of 30% generally will apply to (1) interest on a debt obligation and (2) the gross proceeds, including the return of principal, from the sale or other
disposition, including redemption, after December 31, 2018 of a debt obligation, in each case paid to (i) a foreign financial institution (as a
beneficial owner or as an intermediary), unless such institution enters into an agreement with the U.S. government to collect and provide to the
U.S. tax authorities substantial information regarding U.S. account holders of such institution (which would include certain equity and debt holders
of such institution, as well as certain account holders that are foreign entities with U.S. owners), or (ii) a foreign entity that is not a financial
institution (as a beneficial owner or as an intermediary), unless such entity provides the withholding agent with a certification identifying the
substantial U.S. owners of the entity, which generally includes any U.S. Person who directly or indirectly owns more than 10% of the entity. The
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Company will not pay any additional amounts to "gross up" payments to holders as a result of any withholding or deduction for such taxes. Non-
U.S. Holders are encouraged to consult with their tax advisors regarding the possible implications of the FATCA withholding rules on their
investment in the Series 2017B Senior Notes.
Persons considering the purchase of Series 2017B Senior Notes are urged to consult their tax advisors with regard to the application of the
U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign
taxing jurisdiction. Furthermore, this discussion does not describe the effect of U.S. federal estate and gift tax laws or the effect of any applicable
foreign, state or local law.
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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") for whom Barclays Capital Inc., J.P. Morgan Securities LLC, SunTrust Robinson
Humphrey, Inc. and UBS Securities LLC are acting as representatives (the "Representatives") and each of the Underwriters has severally agreed to
purchase from the Company the principal amount of the Series 2017B Senior Notes set forth opposite its name below:
Principal Amount
of Series 2017B
Underwriters
Senior Notes
Barclays Capital Inc.
$
77,000,000
J.P. Morgan Securities LLC
77,000,000
SunTrust Robinson Humphrey, Inc.
77,000,000
UBS Securities LLC
77,000,000
Commerz Markets LLC
20,000,000
Fifth Third Securities, Inc.
20,000,000
PNC Capital Markets LLC
20,000,000
C.L. King & Associates, Inc.
8,000,000
Loop Capital Markets LLC
16,000,000
Siebert Cisneros Shank & Co., L.L.C.
8,000,000
Total
$
400,000,000
The Underwriting Agreement provides that the obligations of the several Underwriters to pay for and accept delivery of the Series 2017B
Senior Notes are subject to, among other things, the approval of certain legal matters by their counsel and certain other conditions. In the
Underwriting Agreement, the Underwriters have severally agreed, subject to the terms and conditions set forth therein to purchase all of the Series
2017B Senior Notes offered hereby, if any of the Series 2017B Senior Notes are purchased.
The Underwriters propose to offer the Series 2017B 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 2017B Senior Notes to certain dealers at such price less a concession not in excess of 0.400% of
the principal amount per Series 2017B Senior Note. The Underwriters may allow, and such dealers may reallow, a concession not in excess of
0.250% of the principal amount per Series 2017B Senior Note. After the initial public offering, the offering price and other selling terms may be
changed.
The Series 2017B Senior Notes are a new issue of securities with no established trading market. The Series 2017B 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 2017B 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 2017B Senior Notes or that an active public market for the
Series 2017B Senior Notes will develop. If an active public trading market for the Series 2017B Senior Notes does not develop, the market price
and liquidity of the Series 2017B 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.
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The Company's expenses associated with the offer and sale of the Series 2017B Senior Notes (not including the underwriting discount) are
estimated to be $360,000.
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 2017B Senior Notes, any security convertible into,
exchangeable into or exercisable for the Series 2017B Senior Notes or any debt securities substantially similar to the Series 2017B Senior Notes
(except for the Series 2017B Senior Notes issued pursuant to the Underwriting Agreement and the Series 2017A Senior Notes), without the prior
written consent of the Representatives. 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 2017B Senior Notes, the Underwriters may engage in transactions that stabilize, maintain or
otherwise affect the price of the Series 2017B Senior Notes. Specifically, the Underwriters may over-allot
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in connection with this offering, creating short positions in the Series 2017B Senior Notes for their own accounts. In addition, to cover over-
allotments or to stabilize the price of the Series 2017B Senior Notes, the Underwriters may bid for, and purchase, Series 2017B Senior Notes in the
open market. Finally, the Underwriters may reclaim selling concessions allowed to the Underwriters or dealers for distributing Series 2017B Senior
Notes in this offering, if the Underwriters repurchase previously distributed Series 2017B 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 2017B 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 2017B Senior Notes. In addition, neither the 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.
Some of the Underwriters and their affiliates have engaged in, and may in the future engage in investment banking corporate trust and other
commercial dealings in the ordinary course of business with the Company and its affiliates, for which they have received and will receive
customary compensation.
In addition, in the ordinary course of their business activities, the Underwriters and their affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their
own accounts and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the
Company or its affiliates. Certain of the Underwriters or their affiliates that have a lending relationship with the Company routinely hedge, and
certain other of those Underwriters may hedge, their credit exposure to the Company consistent with their customary risk management policies.
Typically, such Underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of
credit default swaps or the creation of short positions in the Company's securities, including potentially the Series 2017B Senior Notes offered
hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the Series 2017B Senior Notes offered
hereby. The Underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in
respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such
securities and instruments.
Loop Capital Markets LLC has entered into a referral agreement with Northern Trust Securities, Inc., a Financial Industry Regulatory
Authority ("FINRA") member and subsidiary of Northern Trust Corporation, pursuant to which it will pay a referral fee to Northern Trust
Securities, Inc. in connection with this offering.
Selling Restrictions
Canada
Each Underwriter has represented and agreed that the Series 2017B Senior Notes may be sold in Canada only to purchasers purchasing, or
deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection
73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations. Any resale of the Series 2017B Senior Notes must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this
Prospectus Supplement or the accompanying Prospectus (including any amendment thereto) contains a misrepresentation, provided that the
remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor.
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