Georgia Power Company announces cash tender offers for up to $750 million in aggregate purchase price of senior notes

ATLANTA, May 7, 2018 /PRNewswire/ -- Georgia Power Company today announced the commencement of tender offers (each, an "Offer," and collectively, the "Offers") to purchase up to $750 million in aggregate purchase price (excluding accrued and unpaid interest and excluding fees and expenses) (as such amount may be increased, decreased or eliminated by Georgia Power pursuant to the terms of the Offers, the "Aggregate Maximum Purchase Price") of its Series 2007A 5.65% Senior Notes due 2037, its Series 2009A 5.95% Senior Notes due 2039, its Series 2010B 5.40% Senior Notes due 2040, its Series 2010C 4.75% Senior Notes due 2040 and its Series N 5.750% Senior Notes due 2023. The terms and conditions of the Offers are set forth in Georgia Power's Offer to Purchase, dated May 7, 2018 (the "Offer to Purchase").

The Offer to Purchase relates to five separate Offers, one for each series of notes in the table below (each series, a "Series of Notes," and such notes, collectively, the "Notes"). No Offer is conditioned on any minimum amount of Notes being tendered or the consummation of any other Offer.

(1) Per $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase in the applicable Offer at or prior to the Early Tender Deadline; included in the applicable Total Consideration for such Series of Notes.

Each Offer will expire at 11:59 P.M., New York City time, on June 4, 2018, unless extended (such time and date, as the same may be extended with respect to one or more Series of Notes, the "Expiration Date") or earlier terminated. Holders (as defined in the Offer to Purchase) of Notes must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on May 18, 2018 (such time and date, as the same may be extended with respect to one or more Series of Notes, the "Early Tender Deadline") in order to be eligible to receive the applicable Total Consideration (as defined below). Holders who validly tender their Notes after the Early Tender Deadline and at or prior to the Expiration Date will be eligible to receive only the applicable Tender Consideration (as defined below). Tendered Notes may be withdrawn at or prior to 5:00 p.m., New York City time, on May 18, 2018, by following the procedures described in the Offer to Purchase, but may not thereafter be validly withdrawn, except as provided for in the Offer to Purchase or required by applicable law.

The amount of Notes that are purchased on the applicable Settlement Date (as defined below) will be determined in accordance with the Acceptance Priority Levels set forth in the table above (each, an "Acceptance Priority Level," and collectively, the "Acceptance Priority Levels"), with 1 being the highest Acceptance Priority Level and 5 being the lowest Acceptance Priority Level. However, Georgia Power's obligation to accept for purchase, based on the Acceptance Priority Levels, and to pay for, Notes that are validly tendered and not validly withdrawn is limited to as many of the Notes as Georgia Power can purchase up to the Aggregate Maximum Purchase Price.

All Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline having a higher Acceptance Priority Level will, subject to the Aggregate Maximum Purchase Price, be accepted before any Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline having a lower Acceptance Priority Level are accepted pursuant to the Offers. All Notes validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date having a higher Acceptance Priority Level will, subject to the Aggregate Maximum Purchase Price, be accepted before any Notes validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date having a lower Acceptance Priority Level are accepted pursuant to the Offers. However, Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will, subject to the Aggregate Maximum Purchase Price, be accepted for purchase in priority to other Notes validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date, even if such Notes validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date have a higher Acceptance Priority Level than the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline. If the aggregate amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline equals or exceeds the Aggregate Maximum Purchase Price, Holders who validly tender Notes after the Early Tender Deadline and at or prior to the Expiration Date will not have any such Notes accepted for payment regardless of the Acceptance Priority Level of such Notes. As such, there can be no assurance that any or all tendered Notes of a given Acceptance Priority level will be accepted for purchase.

If purchasing all the validly tendered and not validly withdrawn Notes of a given Acceptance Priority Level on the applicable Settlement Date would cause the Aggregate Maximum Purchase Price to be exceeded on such Settlement Date, Georgia Power will accept such Notes on a pro rata basis, to the extent any Notes of such Acceptance Priority Level are accepted for purchase, so as to not exceed the Aggregate Maximum Purchase Price.

Georgia Power reserves the right, but is under no obligation, to increase, decrease or eliminate the Aggregate Maximum Purchase Price at any time without extending the applicable Withdrawal Deadline (as defined in the Offer to Purchase), subject to applicable law. As such, there can be no assurance that any or all tendered Notes of a given Acceptance Priority level will be accepted for purchase, even if validly tendered and not validly withdrawn prior to the Early Tender Deadline.

Georgia Power expects to fund the purchase price of any Notes purchased using cash on hand or available liquidity.

The Offers are intended to help Georgia Power mitigate credit metric impacts associated with the federal tax reform legislation enacted in December 2017 (the "Tax Reform Legislation") by reducing its outstanding indebtedness and increasing the Company's common equity ratio, which is consistent with an April 3, 2018 order of the Georgia Public Service Commission regarding the retail rate impact of the Tax Reform Legislation. The Notes purchased pursuant to the Offers will cease to be outstanding and will be cancelled.

Subject to the terms and conditions of the Offers, Holders who validly tender and do not validly withdraw their Notes at or prior to the Early Tender Deadline will be eligible to receive consideration, per $1,000 principal amount, equal to the applicable Total Consideration for such Series of Notes. The applicable consideration for each series of Notes (such consideration, the "Total Consideration") will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Series of Notes set forth in the column entitled "Fixed Spread" in the table above, over the applicable yield based on the bid side price of the U.S. Treasury Security set forth for such Series of Notes in the column entitled "Reference Security" in the table above, as calculated by the Dealer Managers (as defined below) at 11:00 a.m., New York City time, on May 21, 2018. The Total Consideration includes the applicable early tender premium (the "Early Tender Premium") for such Series of Notes set forth in the column entitled "Early Tender Premium" in the table above. Subject to the terms and conditions of the Offers, Holders who validly tender and do not validly withdraw their Notes after the Early Tender Deadline and at or prior to the Expiration Date will only be eligible to receive consideration, per $1,000 principal amount, equal to the applicable Total Consideration less the applicable Early Tender Premium (such consideration, the "Tender Consideration") for such Series of Notes. In each case, such Holders will also be entitled to receive accrued and unpaid interest, if any, from the last interest payment date for the applicable Series of Notes up to, but not including, the Early Settlement Date or the Final Settlement Date (each as defined below), as applicable, if and when the applicable Notes are accepted for purchase.

Georgia Power reserves the right, but is under no obligation, at any point following the Early Tender Deadline and before the Expiration Date, to accept Notes that have been validly tendered and not validly withdrawn for purchase on a date determined at Georgia Power's option (such date, if any, the "Early Settlement Date"). Georgia Power currently expects the Early Settlement Date, if any, to occur on May 22, 2018. If Georgia Power chooses to exercise its option to have an Early Settlement Date, Georgia Power will purchase any remaining Notes that have been validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date, subject to all conditions to the Offers having been satisfied or waived by Georgia Power and subject to the Aggregate Maximum Purchase Price, on the Final Settlement Date, if any. If Georgia Power chooses not to exercise its option to have an Early Settlement Date, Georgia Power will purchase all Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date, subject to all conditions to the Offers having been satisfied or waived by Georgia Power and subject to the Aggregate Maximum Purchase Price, on the Final Settlement Date. The Final Settlement Date, if any, is expected to occur promptly following the Expiration Date on June 5, 2018 (the "Final Settlement Date"), unless extended by Georgia Power. No tenders of Notes submitted after the Expiration Date will be valid.

Georgia Power's obligation to accept for purchase, and to pay for, Notes that are validly tendered and not validly withdrawn pursuant to each Offer is conditioned on the satisfaction or waiver by Georgia Power of a number of conditions as described in the Offer to Purchase. Georgia Power may amend, extend or, subject to certain conditions and applicable law, terminate each Offer at any time in its sole discretion.

J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and UBS Securities LLC will act as Dealer Managers (the "Dealer Managers") and Global Bondholder Services Corporation will act as the Tender Agent and Information Agent for the Offers. Requests for documents may be directed to Global Bondholder Services Corporation at (866) 470-4200 (toll free), (212) 430-3774 (banks and brokers) or [email protected]. Questions regarding the Offers may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-3424 (collect); MUFG Securities Americas Inc. at (877) 744-4532 (toll free) or (212) 405-7481 (collect); or UBS Securities LLC at (888) 719-4210 (toll free) or (203) 719-4210.

This announcement is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to any securities. The Offers to purchase the Notes are only being made pursuant to the terms of the Offer to Purchase. The Offers are not being made in any state or jurisdiction in which such Offers would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. None of Georgia Power, the Dealer Managers or the Tender Agent and Information Agent is making any recommendation as to whether or not Holders should tender their Notes in connection with the Offers.

About Georgia Power

Georgia Power is the largest electric subsidiary of Southern Company (NYSE: SO), America's premier energy company. Value, Reliability, Customer Service and Stewardship are the cornerstones of the company's promise to 2.5 million customers in all but four of Georgia's 159 counties. Committed to delivering clean, safe, reliable and affordable energy at rates below the national average, Georgia Power maintains a diverse, innovative generation mix that includes nuclear, coal and natural gas, as well as renewables such as solar, hydroelectric and wind. Georgia Power focuses on delivering world-class service to its customers every day and the company is consistently recognized by J.D. Power and Associates as an industry leader in customer satisfaction. For more information, visit www.GeorgiaPower.com and connect with the company on Facebook (Facebook.com/GeorgiaPower), Twitter (Twitter.com/GeorgiaPower) and Instagram (Instagram.com/ga_power).

Cautionary Statements and Risk Factors That May Affect Future Results

Certain information contained in this release is forward-looking information based on current expectations and plans that involve risks and uncertainties. Forward-looking information includes, among other things, statements concerning the expected completion of the Offers and the timing thereof. Georgia Power cautions that there are certain factors that can cause actual results to differ materially from the forward-looking information that has been provided. The reader is cautioned not to put undue reliance on this forward-looking information, which is not a guarantee of future performance and is subject to a number of uncertainties and other factors, many of which are outside the control of Georgia Power; accordingly, there can be no assurance that such suggested results will be realized. The following factors, in addition to those discussed in the Offer to Purchase and Georgia Power's Annual Report on Form 10-K for the year ended December 31, 2017, and subsequent securities filings, could cause actual results to differ materially from management expectations as suggested by such forward-looking information: the risk that the Offers are not completed or are completed on different terms than expected. Georgia Power expressly disclaims any obligation to update any forward-looking information.

SOURCE Georgia Power

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