Date of Report (Date of earliest event reported)
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August 31, 2018
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Commission
File Number
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Registrant, State of Incorporation,
Address and Telephone Number
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I.R.S. Employer
Identification No.
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1-6468
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Georgia Power Company
(A Georgia Corporation)
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308
(404) 506-6526
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58-0257110
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Date: September 7, 2018
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GEORGIA POWER COMPANY
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By
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/s/Melissa K. Caen
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Melissa K. Caen
Assistant Secretary
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(a)
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Section 2.1(a)(iii) of the Agreement and Amendment shall be and hereby is amended and restated in its entirety to read as follows:
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(b)
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Section 2.1(a)(iv) of the Agreement and Amendment shall be and hereby is amended and restated in its entirety to read as follows:
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(a)
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For purposes of establishing the approvals/agreements of the Parties required under Sections 2.1(a) and 2.1(b), within five (5) business days after the occurrence (and GPC’s knowledge) of one or more PAE(s), GPC will submit to each of the other Parties a written ballot in substantially the following form (“
Ballot
”):
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a.
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votes to continue the Project
*
work;
(yes/no)
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b.
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voted “no” on item a. above but votes to defer the Project work until [insert date];
(yes/no)
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(b)
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Each Party shall have fifteen (15) business days from the later of its receipt of the Ballot and, solely in the event the Ballot relates to a PAE under Section 2.1(a)(iv) of this Agreement and Amendment, its receipt of projected cash flows for the estimated construction cost for the Project, as reported to the Parties by SNC, including any cumulative increase that is the subject of the PAE, to return a properly completed and executed Ballot to each of the other Parties (the “
Ballot Deadline
”). If any Party fails to return a properly completed and executed Ballot on or before the Ballot Deadline (as such Ballot Deadline may be extended prior to its otherwise occurring by agreement of each of the Parties), that Party will be deemed to have not voted for/not approved each of the continuation or deferral of the Project.
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(c)
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The Parties hereby authorize GPC and SNC, in their roles as agents, to have Project work continue during the voting period until the earlier of (i) the receipt by GPC of completed and executed Ballots from one or more Parties that reflect that the required ninety percent (90%) vote/approval to continue or defer the Project work will not be obtained or (ii) the Ballot Deadline.
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(d)
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Notwithstanding clause (c) above, in the event Parties holding an aggregate ninety percent (90%) or more of the Ownership Interest in the Additional Units do not vote to continue or defer Project work, the Chief Executive Officer or Executive Vice President of GPC will direct the Chief Executive
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(e)
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Notwithstanding clause (c) above, in the event Parties holding an aggregate ninety percent (90%) or more of the Ownership Interest in the Additional Units vote to defer Project work, the Chief Executive Officer or Executive Vice President of GPC will direct the Chief Executive Officer or Executive Vice President of SNC to take such actions on behalf of the Parties as are reasonably necessary to suspend Project work and reasonably preserve the ability to recommence activities necessary to complete the Project work in the event the Parties approve continuation of the Project after the Deferral Period.
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(f)
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Notwithstanding clause (c) above, in the event Parties holding an aggregate ninety percent (90%) or more of the Ownership Interest in the Additional Units vote to continue Project work, Project work shall continue on behalf of the Parties in accordance with the budget approved in accordance with the Ownership Participation Agreement.”
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Signed, sealed and delivered in the presence
of:
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GEORGIA POWER COMPANY
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/s/Melanie Burks
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By: /s/Chris Cummiskey
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Witness
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Name: Chris Cummiskey
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Title: EVP
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/s/Cheryl K. Smiley
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Notary Public
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My Commission expires: February 27, 2020
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Attest: /s/Meredith M. Lackey
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Its: SVP, General Counsel and Corporate Secretary
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(CORPORATE SEAL)
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Signed, sealed and delivered in the presence
of:
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OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
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/s/Anne F. Appleby
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By: /s/Michael L. Smith
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Witness
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Name: Michael L. Smith
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Title: President and CEO
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/s/ Anna McNeive
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Notary Public
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My Commission expires: March 19, 2022
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Attest: /s/Lisa Tingle
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Its: Assistant Secretary
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(CORPORATE SEAL)
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Signed, sealed and delivered in the presence
of:
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MUNICIPAL ELECTRIC AUTHORITY
OF GEORGIA
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/s/Dale Dyer
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By: /s/James E. Fuller
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Witness
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Name: James E. Fuller
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Title: President & Chief Executive Officer
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/s/Cindy R. Carter
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Notary Public
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My Commission expires: January 26, 2021
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Attest: /s/Peter M. Degnan
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Its: Sr. V.P. & General Counsel
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(CORPORATE SEAL)
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Signed, sealed and delivered in the presence
of:
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MEAG POWER SPVJ, LLC
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By: MUNICIPAL ELECTRIC AUTHORITY
OF GEORGIA, its sole member
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/s/Dale Dyer
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By: /s/James E. Fuller
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Witness
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Name: James E. Fuller
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Title: President & Chief Executive Officer
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/s/Cindy R. Carter
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Notary Public
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My Commission expires: January 26, 2021
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Attest: /s/Peter M. Degnan
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Its: Sr. V.P. & General Counsel
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(CORPORATE SEAL)
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Signed, sealed and delivered in the presence
of:
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MEAG POWER SPVM, LLC
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By: MUNICIPAL ELECTRIC AUTHORITY
OF GEORGIA, its sole member
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/s/Dale Dyer
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By: /s/James E. Fuller
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Witness
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Name: James E. Fuller
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Title: President & Chief Executive Officer
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/s/Cindy R. Carter
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Notary Public
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My Commission expires: January 26, 2021
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Attest: /s/Peter M. Degnan
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Its: Sr. V.P. & General Counsel
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(CORPORATE SEAL)
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Signed, sealed and delivered in the presence
of:
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MEAG POWER SPVP, LLC
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By: MUNICIPAL ELECTRIC AUTHORITY
OF GEORGIA, its sole member
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/s/Dale Dyer
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By: /s/James E. Fuller
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Witness
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Name: James E. Fuller
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Title: President & Chief Executive Officer
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/s/Cindy R. Carter
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Notary Public
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My Commission expires: January 26, 2021
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Attest: /s/Peter M. Degnan
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Its: Sr. V.P. & General Counsel
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(CORPORATE SEAL)
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Signed, sealed and delivered in the presence
of:
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CITY OF DALTON, GEORGIA
BY: BOARD OF WATER, LIGHT AND
SINKING FUND COMMISSIONERS
D/B/A DALTON UTILITIES
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/s/Mark Buckner
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By: /s/Tom Bundros
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Witness
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Name: Tom Bundros
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Title: CEO
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/s/Pam Witherow
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Notary Public
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My Commission expires: May 13, 2019
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Attest: /s/John Thomas
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Its: Chief Energy Services Officer
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(CORPORATE SEAL)
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