Obligation Georgia Energy 2.1% ( US373334KM26 ) en USD

Georgia Energy

100 % ▼

Etas-Unis

US373334KM26 ( en USD )

2.1% par an ( paiement semestriel )

29/07/2023 - Obligation échue

Prospectus brochure de l'obligation Georgia Power US373334KM26 en USD 2.1%, échue

2 000 USD

700 000 000 USD

373334KM2

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

Georgia Power est une filiale d'Southern Company, fournissant de l'électricité à près de 2,7 millions de clients dans le Georgia.

L'Obligation émise par Georgia Energy ( Etas-Unis ) , en USD, avec le code ISIN US373334KM26, paye un coupon de 2.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/07/2023

L'Obligation émise par Georgia Energy ( Etas-Unis ) , en USD, avec le code ISIN US373334KM26, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Georgia Energy ( Etas-Unis ) , en USD, avec le code ISIN US373334KM26, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Document
424B2 1 ga2020afinalprosup1-20.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-229844
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Aggregate
Amount of
Title of Each Class of
Amount to be
Offering Price Per
Proposed Maximum Aggregate
Registration Fee
Securities to be Registered
Registered
Unit
Offering Price
(1)(2)
Series 2020A 2.10% Senior Notes
due July 30, 2023
$700,000,000
99.979%
$699,853,000
$90,841
(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. 333-229844).
Prospectus Supplement
(To Prospectus dated February 25, 2019)
$700,000,000
Series 2020A 2.10% Senior Notes
due July 30, 2023.
________________________________________________________________
This is a public offering by Georgia Power Company of $700,000,000 of Series 2020A 2.10% Senior Notes due July 30, 2023 (the "Series
2020A Senior Notes"). Interest on the Series 2020A Senior Notes is payable semiannually in arrears on January 30 and July 30 of each year,
beginning July 30, 2020.
The Series 2020A 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 a make-whole redemption price as described under the caption "Description of the Series 2020A Senior Notes--Optional
Redemption."
The Series 2020A 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 $300,000,000 aggregate principal amount of additional Series
2019B 2.65% Senior Notes due September 15, 2029 (the "Additional Series 2019B Senior Notes") and $500,000,000 aggregate principal amount of
Series 2020B 3.70% Senior Notes due January 30, 2050 (the "Series 2020B Senior Notes"). This Prospectus Supplement is not and should not be
construed as an offering of any notes other than the Series 2020A Senior Notes offered hereby. The completion of the offering of the Series 2020A
Senior Notes is not contingent on the success of any other offering, including the proposed offering of the Additional Series 2019B Senior Notes
and the proposed offering of the Series 2020B Senior Notes.
See "Risk Factors" on page S-2 to read about certain factors you should consider before buying the securities.
Per Series 2020A Senior

Note

Total
Initial public offering price (1)

99.979% $
699,853,000
Underwriting discount

0.350% $
2,450,000
Proceeds, before expenses, to Georgia Power Company

99.629% $
697,403,000
___________________
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(1)
Plus accrued interest, if any, from the date of original issuance of the Series 2020A Senior Notes, which is expected to be January 10, 2020.
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 2020A Senior Notes are expected to be delivered on or about January 10, 2020 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.
________________________________________________________________
Joint Book-Running Managers
Barclays
Citigroup
Goldman Sachs & Co. LLC
Mizuho Securities
MUFG
January 8, 2020
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 2020A 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
Available Information
S-2
Incorporation of Certain Documents by Reference
S-2
Selected Financial Information
S-3
Use of Proceeds
S-3
Description of the Series 2020A Senior Notes
S-4
Certain United States Federal Income Tax Considerations for Non-United States Holders
S-8
Underwriting (Conflicts of Interest)
S-11

Prospectus

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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
3
Description of the Senior Notes
3
Description of the Junior Subordinated Notes
7
Plan of Distribution
12
Legal Matters
12
Experts
12
RISK FACTORS
Investing in the Series 2020A Senior Notes involves risk. Please see the risk factors in Georgia Power Company's
Annual Report on Form 10-K for the year ended December 31, 2018, 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's internet address is
http://www.georgiapower.com. The information on the Company's website is not incorporated by reference in this Prospectus
Supplement and should not be considered to be a part of this Prospectus Supplement.
The Company is a regulated public utility engaged in the generation, transmission, distribution and purchase of
electricity and the sale of electric service within a service area comprising most of the State of Georgia.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), and in accordance with the 1934 Act files reports and other information with the Securities and Exchange
Commission (the "SEC"). The SEC maintains a website that contains reports and other information regarding registrants
including the Company that file electronically at http://www.sec.gov. Only the Company's SEC filings referenced below are
incorporated by reference herein.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the SEC pursuant to the 1934 Act and are incorporated by reference in
this Prospectus Supplement and made a part of this Prospectus Supplement:
·
the Company's Annual Report on Form 10-K for the year ended December 31, 2018;
·
the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September
30, 2019; and
·
the Company's Current Reports on Form 8-K dated March 22, 2019, June 28, 2019, September 4, 2019, December 11,
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2019 and December 17, 2019.
All documents filed by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act
subsequent to the date of this Prospectus Supplement and prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus Supplement and made a part of this Prospectus Supplement from the date of filing
of such documents; provided, however, that the Company is not incorporating any information furnished under Item 2.02 or
7.01 of any Current Report on Form 8-K unless specifically stated otherwise. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Prospectus Supplement shall be deemed to be modified or
superseded for purposes of this Prospectus Supplement to the extent that a statement contained in this Prospectus Supplement
or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus
Supplement modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus Supplement.
S-2
SELECTED FINANCIAL INFORMATION
The following selected financial data for the years ended December 31, 2014 through December 31, 2018 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 as of and for the nine months ended September 30, 2019 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 2020A Senior Notes offered hereby,
the proposed issuance of the Additional Series 2019B Senior Notes or the Series 2020B Senior Notes or the use of proceeds
therefrom. See "Use of Proceeds" in this Prospectus Supplement.
Nine Months
Ended
September

Year Ended December 31,

30,

2014 2015

2016 2017
2018

2019(1)

(Millions, except ratios)
Operating Revenues
$ 8,988 $ 8,326 $ 8,383 $ 8,310 $ 8,420 $
6,706
Earnings Before Income Taxes

1,971
2,046
2,127 2,258
1,007
2,064
Net Income After Dividends on Preferred
and Preference Stock

1,225
1,260
1,330 1,414
793
1,598
Capitalization

as of September 30, 2019

(Millions, except percentages)

Actual
As Adjusted(2)
Common Stock Equity
$
14,764 $
14,764
57.7%
Senior Notes

4,900
4,900
19.2%
Other Long-Term Debt

5,540
5,923
23.1%
Total, excluding amounts due within one year of $1.5 billion
$
25,204 $
25,587
100.0%
______________________________
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(1) Due to seasonal variations in demand for energy, operating results for the nine months ended September 30, 2019 do not
necessarily indicate operating results for the entire year.
(2) Reflects an adjustment to "Other Long-Term Debt" related to the Company's December 2019 borrowing of an additional
aggregate principal amount of $383,000,000 under multi-advance credit facilities among the Company, the United States
Department of Energy and the Federal Financing Bank (the "FFB Credit Facilities").
USE OF PROCEEDS
The net proceeds from the sale of the Series 2020A Senior Notes, combined with the net proceeds from the proposed
sale of the Additional Series 2019B Senior Notes and the Series 2020B Senior Notes, will be used by the Company to repay
outstanding commercial paper borrowings, which aggregated approximately $4,000,000 as of January 7, 2020, and any
remaining net proceeds will be used for other general corporate purposes, including the Company's continuous construction
program.
S-3
DESCRIPTION OF THE SERIES 2020A SENIOR NOTES
Set forth below is a description of the specific terms of the Series 2020A 2.10% Senior Notes due July 30, 2023. 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 2020A Senior Notes will be issued as a series of senior notes under the Senior Note Indenture. The
Series 2020A Senior Notes will initially be issued in the aggregate principal amount of $700,000,000. The Company may, at
any time and without the consent of the holders of the Series 2020A Senior Notes, issue additional notes having the same
ranking and the same interest rate, maturity and other terms as the Series 2020A 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 2020A 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 2020A Senior Notes will mature and become due and
payable, together with any accrued and unpaid interest thereon, on July 30, 2023. The Series 2020A Senior Notes are not
subject to any sinking fund provision. The Series 2020A Senior Notes are available for purchase in denominations of $2,000
and integral multiples of $1,000 in excess thereof.
Interest
Each Series 2020A Senior Note will bear interest at the rate of 2.10% per year (the "Securities Rate") from the date of
original issuance, payable semiannually in arrears on January 30 and July 30 of each year (each, an "Interest Payment Date")
to the person in whose name such Series 2020A 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 July 30, 2020. 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 2020A 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.
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Ranking
The Series 2020A 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 2020A Senior Notes will be effectively subordinated to all secured indebtedness of the Company, aggregating
approximately $3,617,000,000 outstanding at September 30, 2019, including $3,460,000,000 outstanding under the FFB Credit
Facilities which are 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 Facilities are 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, the Series 2020A 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 2020A 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 2020A Senior Notes being redeemed (not
including any portion of such payments of interest accrued to the redemption date) discounted (for purposes of determining
present value) to the redemption date on a semiannual basis (assuming a
S-4
360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Yield (as defined below) plus 10
basis points, plus, in each case, accrued and unpaid interest on the Series 2020A 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 2020A 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 2020A 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 United States 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 2020A Senior Notes 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 2020A Senior Notes shall cease to bear interest. If any Series 2020A 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
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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 2020A Senior Notes by tender
offer, 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 2020A Senior Notes.
The Series 2020A 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 2020A Senior Notes certificates will be issued, representing in the aggregate the total principal amount of
Series 2020A Senior Notes, and will be deposited with the Senior Note Indenture Trustee on behalf of DTC. Investors may
hold interests in the Series 2020A Senior Notes through DTC if they are participants in DTC or indirectly through
organizations that are participants in DTC, including Euroclear
S-5
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 1934 Act. DTC holds and provides asset servicing for over 3.5 million issues of United States and non-
United States 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 United States and non-United States 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 United States and non-United States
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 SEC. 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 2020A Senior Notes under the DTC system must be made by or through Direct Participants, which
will receive a credit for the Series 2020A Senior Notes on DTC's records. The ownership interest of each actual purchaser of
each Series 2020A 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 2020A Senior Notes.
Transfers of ownership interests in the Series 2020A 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 2020A Senior Notes, except in the event that use of the book-entry system for
the Series 2020A Senior Notes is discontinued.
To facilitate subsequent transfers, all Series 2020A Senior Notes deposited by Direct Participants with DTC are
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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 2020A 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 2020A Senior Notes. DTC's records reflect only the identity of the Direct Participants to
whose accounts such Series 2020A 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 2020A Senior Notes are being redeemed, DTC's
practice is to determine by lot the amount of interest of each Direct Participant in such Series 2020A Senior Notes to be
redeemed.
Although voting with respect to the Series 2020A 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 2020A 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
S-6
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the
Series 2020A Senior Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Payments on the Series 2020A 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 2020A Senior Note will not be entitled to receive
physical delivery of Series 2020A Senior Notes. Accordingly, each Beneficial Owner must rely on the procedures of DTC to
exercise any rights under the Series 2020A 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 2020A Senior Note.
DTC may discontinue providing its services as securities depository with respect to the Series 2020A 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 2020A 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 2020A 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 2020A Senior Note at the request of each Direct or Indirect
Participant. In that event, certificates for the Series 2020A 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
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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 United States 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 United States 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 United States depositaries.
Because of time-zone differences, credits of Series 2020A 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
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transactions in such Series 2020A 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 2020A 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-UNITED STATES
HOLDERS
The following summary describes certain United States federal income tax considerations relevant to the acquisition,
ownership and disposition of the Series 2020A Senior Notes, and insofar as it relates to matters of United States 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 United
States federal income tax considerations. This discussion only applies to Series 2020A 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-United States 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 United States federal income tax considerations that may be relevant to Non-United
States Holders in light of their particular circumstances or to Non-United States 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 United States federal income tax purposes,
traders or dealers in securities or commodities, persons holding Series 2020A Senior Notes as part of a hedge or other
integrated transaction, certain former citizens or residents of the United States or foreign persons eligible for benefits under an
applicable income tax treaty with the United States.
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 2020A Senior Notes or that any such position
would not be sustained.
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For purposes of this summary, a "Non-United States Holder" means a beneficial owner of a Series 2020A Senior Note
(other than a partnership) that, for United States federal income tax purposes, is not (i) an individual that is a citizen or
resident of the United States; (ii) a corporation or other entity treated as a corporation for United States federal income tax
purposes that is created or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an
estate the income of which is subject to United States federal income taxation regardless of its source; or (iv) a trust if (A) a
court within the United States. is able to exercise primary control over its administration and one or more United States
persons, within the meaning of Section 7701(a)(30) of the Code (a "United States 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 United States Person. If a partnership, or other entity or arrangement treated as a partnership for United States federal
income tax purposes, beneficially owns the Series 2020A 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 2020A Senior Notes should consult their tax advisors as to the particular United States federal income tax
considerations relevant to the acquisition, ownership and disposition of the Series 2020A Senior Notes applicable to them.
Interest
It is anticipated, and this discussion assumes, that the Series 2020A Senior Notes will not be issued with more than a
de minimis amount of original issue discount. Except if interest on the Series 2020A Senior Notes is effectively connected
with the conduct by a Non-United States Holder of a trade or business within the United
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States, and subject to the back-up withholding and Foreign Account Tax Compliance Act ("FATCA") summary below, a Non-
United States Holder generally will not be subject to United States federal income or withholding tax on payments of interest
on the Series 2020A Senior Notes provided that such Non-United States 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-United States 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 United States Person or (y) a
securities clearing organization or certain other financial institutions holding the Series 2020A Senior Notes on behalf of the
Non-United States 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 2020A Senior Notes is a
United States Person.
If interest on the Series 2020A Senior Notes is not effectively connected with the conduct by the Non-United States
Holder of a trade or business within the United States, but such Non-United States Holder does not satisfy the other
requirements outlined in the preceding paragraph, interest on the Series 2020A Senior Notes generally will be subject to
United States withholding tax at a 30% rate (or a lower applicable treaty rate).
If interest on the Series 2020A Senior Notes is effectively connected with the conduct by a Non-United States Holder
of a trade or business within the United States, and, if certain tax treaties apply, is attributable to a permanent establishment
or fixed base within the United States, the Non-United States Holder generally will be subject to United States federal income
tax on a net income basis at the rate applicable to United States Persons generally (and, with respect to corporate Non-United
States Holders, may also be subject to a 30% branch profits tax (or a lower applicable treaty branch profits tax rate)). If
interest is effectively connected with the conduct by a Non-United States Holder of a trade or business within the United
States, such interest payments will not be subject to United States withholding tax if the Non-United States 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 2020A Senior Notes
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